art_s8121207.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
AmeriResource
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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84-1084784
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| (State
or Other Jurisdiction
of
Incorporation or Organization)
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|
(I.R.S.
Employer
Identification
Number)
|
|
3440
E. Russell Road, Suite 217, Las Vegas, Nevada
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|
89120
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|
(Address
of Principal Executive Offices)
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|
(Zip
Code)
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|
2008
Stock Incentive Plan
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|
(Full
Title of the Plan)
|
| |
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Delmar
Janovec, 3440 E. Russell Road, Suite 217, Las Vegas, Nevada
89120
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|
(Name,
Address, Including Zip Code, of Agent for
Service)
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Telephone
number, including area code, of agent for service:
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(702)
214-4249
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CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities
to
be Registered
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Amount
to be
Registered
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Proposed
Maximum Offering Price Per Share (1)
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Proposed
Maximum Aggregate Offering Price
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Amount
of
Registration
Fee
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Common
Stock,
par
value $0.0001
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|
110,000,000
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|
.014
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$1,540,000
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$195.12
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|
(1)
|
Rule
457(h) of the Securities Act of 1933, based on the average bid and
asked
price of the registrant’s common stock as of December 11, 2007, a date
within five business days prior to the date of filing of this registration
statement.
|
In
addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests
to
be offered or sold pursuant to the plan described herein.
EXPLANATORY
NOTE
Registration
Statement pursuant to General Instruction E to Form S-8
2008
Stock Incentive Plan of AmeriResource Technologies, Inc.
This
Registration Statement is being
filed to reflect the Board of Directors of AmeriResource Technologies, Inc.
(the
Company) instructions to file a new Stock Incentive Plan for 2008 whereby the
Company will be registering with this Registration Statement One Hundred Ten
Million (110,000,000) shares of common stock of the Company, that reflect the
recently enacted reverse stock split of the common stock of the
Company.
The
total number of shares registered
under the 2008 Stock Incentive Plan of AmeriResource Technologies, Inc. will
be
One Hundred Ten Million (110,000,000) shares.
2008
Stock Incentive Plan of AmeriResource Technologies, Inc.
Cross-Reference
Sheet Pursuant to Rule 404(a)
Cross-reference
between items of Part I of Form S-8 and the Section 10(a) Prospectus that will
be delivered to each employee, consultant, or director who participates in
the
Plan.
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Registration
Statement Item Numbers and Headings
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Prospectus
Heading
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| |
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| 1. |
Plan
Information |
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Section
10(a) Prospectus |
| |
|
|
|
| 2. |
Registrant
Information and Employee Plan Annual Information |
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Section
10(a) Prospectus |
PART
II INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by AmeriResource Technologies, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
Commission") are hereby incorporated by reference:
1. The
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006.
2. All
reports filed by the Company with the Commission pursuant to Section 13(a)
or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year-ended December 31, 2006.
Prior
to
the filing, if any, of a post-effective amendment that indicates that all
securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports
and
documents.
Item
4. Description of Securities
The
common stock of the Company being registered pursuant to this Registration
Statement is part of a class of securities registered under Section 12 of the
Exchange Act. The securities are described in the Form S-18 Registration
Statement filed on September 16, 1988 under the Securities Act of 1933, as
amended (the "Securities Act"), including any amendment or report filed for
the
purpose of updating such description.
No
expert
is named as preparing or certifying all or part of the registration statement
to
which this prospectus pertains, and no counsel for the Company who is named
in
this prospectus as having given an opinion on the validity of the securities
being offered hereby was hired on a contingent basis or has or is to receive,
in
connection with this offering, a substantial interest, direct or indirect,
in
the Company.
Item
6. Indemnification of Directors and Officers
Our
articles of incorporation and bylaws limit the liability of our directors to
the
fullest extent permitted by the Delaware General Corporation Law, section 145,
or any other applicable provision. Generally, Delaware General Corporation
Law
permits the indemnification of officers, directors, employees and agents from
any threatened, pending or completed action, suit or proceeding, whether civil
or criminal, administrative or investigative (other than an action by or in
the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation and from judgments,
expenses, fines, and settlements so long as such person was acting in good
faith
and in a manner the person reasonably believed to be in or not opposed to the
best interest of the corporation, or had no reasonable cause to believe that
such conduct was unlawful. In addition, our articles of incorporation provide
that we will indemnify our directors and officers to the fullest extent
permitted by such law. We believe that these provisions are necessary to attract
and retain qualified directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933,
as
amended, may be permitted to directors, officers and control persons pursuant
to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the United States Securities and Exchange Commission such indemnification
is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for
indemnification
against such liabilities (other than the payment by us of expenses incurred
or
paid by a director, officer or control person in the successful defense of
any
action, suit or proceeding) is asserted by such director, officer or control
person, we will, unless in the opinion of counsel the matter has been settled
by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933, as amended, and we will be governed
by
the final adjudication of such issue.
Item
7. Exemption from Registration Claimed
No
restricted securities are being re-offered or resold pursuant to this
registration statement.
Item
8. Exhibits.
The
exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 8.
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 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.
(2) To
treat, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment as 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 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 Exchange Act) that is incorporated
by
reference in this 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 Securities and Exchange 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.
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 the
requirements for filing on Form S-8 and the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Las
Vegas, State of Nevada on December 12, 2007.
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AMERIRESOURCE
TECHNOLOGIES, INC.
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Date
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By:
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/s/ Delmar
Janovec |
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Delmar
Janovec |
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President |
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Pursuant
to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in capacities representing the majority of the
Registrant's Board of Directors and on the dates indicated.
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NAME
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TITLE
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DATE
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/s/
Delmar Janovec
Delmar
Janovec
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President,
Chief Executive Officer, Principal Financial Officer, Principal Accounting
Officer, and Chairman of the Board of Directors
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December
12, 2007
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EXHIBIT
INDEX
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ITEM
NO.
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DESCRIPTION |
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5
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Opinion
of Legal Counsel. |
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10
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AmeriResource
2008 Stock Incentive Plan. (Incorporated by reference as
exhibit 10 (i) ). |
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10(i)
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2008
Stock Incentive Plan |
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23
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Consent
of Auditors to utilize independent auditor’s report. |
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