-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wy6+2Loqra3AtceSr+KanqHDNn5F7jjfDzuwT58m0E6IH8FHRUWY/jmGe5ApzUQr bANdbbJr04zUet4I6/Q+zw== 0000950134-96-003880.txt : 19960807 0000950134-96-003880.hdr.sgml : 19960807 ACCESSION NUMBER: 0000950134-96-003880 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960806 EFFECTIVENESS DATE: 19960825 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ABSORBENTS NATURAL PRODUCTS INC CENTRAL INDEX KEY: 0000914553 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 870421089 STATE OF INCORPORATION: UT FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09651 FILM NUMBER: 96604394 BUSINESS ADDRESS: STREET 1: 3800 HUDSON BEND ROAD STREET 2: STE 300 CITY: AUSTIN STATE: TX ZIP: 78734 BUSINESS PHONE: 5122662481 MAIL ADDRESS: STREET 1: 3800 HUDSON BEND RD STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78734 FORMER COMPANY: FORMER CONFORMED NAME: GEO ENVIRONMENTAL RESOURCES INC DATE OF NAME CHANGE: 19940203 S-8 1 FORM S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 AMERICAN ABSORBENTS NATURAL PRODUCTS, INC. ------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Utah 87-0421089 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3800 Hudson Bend Road, Suite #300, Austin, Texas 78734 ------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) William C. Branch Services Agreement ------------------------------------ (Full Title of the Plan) Terry L. Young, CEO, American Absorbents Natural Products, Inc., 3800 Hudson Bend Road, Suite #300, Austin, Texas 78734 ----------------------------------------------------------------------------- (Name and Address of Agent For Service) 512-266-2481 ------------ (Telephone Number, Including Area Code, of Agent For Service) If any of the Securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following Box: (X) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee - ------------------------------------------------------------------------------- Common 16,667 $1.50 $25,000 $100.00 - -------------------------------------------------------------------------------
1 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference into this Registration Statement, and made a part hereof: (a) The Company's latest annual report, for the fiscal year ended January 31, 1996; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of such fiscal year; (c) The description of the class of securities being registered is incorporated in Form 8-A of the Securities Exchange Act of 1934 filed by the Company in January, 1994. ITEM 4 - DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS. Utah law expressly authorizes a Utah corporation to indemnify its directors, officers, employees, fiduciaries, and agents against liabilities arising out of such persons' conduct as directors, officers, employees, fiduciaries, or agents if they acted in good faith, in a manner they reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of criminal proceedings, if they had no reasonable cause to believe their conduct was unlawful. Generally, indemnification for such persons is mandatory if such person was successful, on the merits or otherwise, in the defense of any such proceeding, or in the defense of any claim, issue, or matter in the proceeding. In addition, the corporation may pay for or reimburse the reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition if such person furnishes to the corporation a written affirmation of his good faith belief that he has met the requirements for indemnification and furnishes to the corporation a written undertaking to repay such expenses if it is ultimately determined that he did not meet the requirements. In order to provide indemnification or advance expenses, the corporation must determine that the person meets the requirements for indemnification. Such determination must be made by a majority of disinterested directors or committee members present at a meeting; by special legal counsel; or by a majority of the shareholders holding qualified shares voted at a meeting of the shareholders. A corporation may also purchase and maintain liability insurance on behalf of such persons. ArticleVI of the Company's Restated Articles of Incorporation provides that the corporation shall indemnify its directors, officers, employees, fiduciaries, and agents to the full extent permitted by the laws of the State of Utah. Article V of the Company's Bylaws also provides for the indemnification of such persons. Also, the Company does not maintain any liability insurance on behalf of any directors, officers, or other persons affiliated with the Company. ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. 2 3 ITEM 8 - EXHIBITS. See - Exhibits and Exhibit Index following the Signature Page hereof. ITEM 9 - UNDERTAKINGS. 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: (i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and, (iii) include any additional or changed material information with respect to the plan of distribution. Except that, subparagraphs (i) and (ii) of this paragraph do not apply provided that the information required in a post- effective amendment is incorporated by reference from periodic reports filed by the Issuer under the Exchange Act. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be treated as a new registration statement relating to the securities offered herein, and shall treat the offering of such securities at that time as 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. (4) 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 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 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; (5) insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, 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 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 such 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 Act and will be governed by the final adjudication of such issue. 3 4 SIGNATURES The Registrant. 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 Austin, State of Texas, on July 31, 1996. AMERICAN ABSORBENTS NATURAL PRODUCTS, INC. ------------------------------------------ (Registrant) By /s/ Terry L. Young ------------------------------------------ Terry L. Young, CEO Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Terry L. Young Chairman, Chief Executive July 31, 1996 - ------------------------- Officer, Director Terry L. Young /s/ David W. Redding Chief Financial Officer, July 31, 1996 - ------------------------- Principal Accounting Officer, David W. Redding Executive Vice President, Treasurer, Director /s/ William C. Branch Director July 31, 1996 - ------------------------- William C. Branch
4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 5 Opinion re: Legality 15 Letter on audited financial information (incorporated herein by reference) 24 Consents of experts and counsel
EX-5 2 OPINION RE: LEGALITY 1 EXHIBIT 5 [RONALD N. VANCE LETTERHEAD] July 29, 1996 Board of Directors American Absorbents Natural Products, Inc. 3800 Hudson Bend Road Austin, Texas 78734 Re: Registration Statement on Form S-8 Gentlemen: You have requested my opinion as to whether or not the 16,667 shares of common stock (par value $.001) to be issued to William C. Branch by American Absorbents Natural Products, Inc., a Utah Corporation (the "Company"), when issued, will be legally issued and fully paid and non-assessable securities of the Company. In connection with this engagement I have examined the form of the registration statement to be filed by the Company in connection with such shares on Form S-8; the Articles of Incorporation of the Company, as amended; the Bylaws of the Company currently in effect; and the minutes of the Company relating to the issuance of the shares. In addition, I have examined such other documents and records, instruments, and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances. In connection with rendering this opinion, I have reviewed such statutes and regulations as I have deemed relevant and necessary. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity with the original documents of all documents submitted to me as certified or photostat copies, and the authenticity of the original of such copies. I have further assumed that the recipient of the shares of common stock under the agreement will have paid the consideration required under the terms of such agreement prior to the issuance of such shares. Based upon the foregoing and in reliance thereon, it is my opinion that, subject to the limitations set forth herein, the agreement for the issuance of 16,667 shares and the shares of common stock to be issued, will, upon receipt of full payment, issuance and delivery in accordance with the terms of the agreement covered by such registration statement, be duly and validly authorized, legally issued, fully paid and non-accessible. This opinion is expressly limited in scope to the shares enumerated herein which are to be expressly covered by the registration statement and does not cover subsequent issuances of shares to be made in the future pursuant to such agreement, if any, pertaining to services to be performed in the future. 2 Board of Directors American Absorbents Natural Products, Inc. July 29, 1996 Page 2 Such transactions are required to be included in either a new registration statement or a post-effective amendment to the registration statement including updated opinions concerning the validity of issuance of such shares. This opinion is limited to the laws of the State of Utah, and in particular the general corporation law of the State of Utah. I express no opinion with respect to the laws of any other jurisdiction. In addition, it is expressly understood that I have not represented the Company in any other capacity in relation to the above-referenced registration statement on Form S-8. I hereby consent to you filing this opinion with the Securities and Exchange Commission as an exhibit to the above-referenced registration statement. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent. This opinion is based upon my knowledge of the law and facts as of the date hereof. I assume no duty to communicate with you with respect to any matter which comes to my attention hereafter. Sincerely, /s/ Ronald N. Vance ---------------------------------------- Ronald N. Vance EX-24 3 CONSENTS 1 EXHIBIT 24 [ORTON & COMPANY LETTERHEAD] ACCOUNTANTS' CONSENT We hereby consent to the use of our audit report of American Absorbents Natural Products, Inc. dated February 24, 1996 for the years ended January 31, 1996 and 1995 in the Form S-8 Registration Statement for the William C. Branch Consulting Services Agreement with American Absorbents Natural Products, Inc. /s/ Orton & Company - ---------------------- July 31, 1996 Salt Lake City, Utah 2 CONSENT OF ATTORNEYS The consent of attorney, Ronald N. Vance, is incorporated within his Opinion dated July 29, 1996, issued to the Registrant as an exhibit to the Registration Statement on Form S-8. -----END PRIVACY-ENHANCED MESSAGE-----