SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBAL EARTH ENERGY, INC.
(Exact name of issuer as specified in its charter)
| Nevada | 36-4567500 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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534 Delaware Avenue, Suite 412, Buffalo, NY 14202 |
| (Address of Principal Executive Offices, including ZIP Code) |
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| 2009 Stock Compensation and Incentive Plan |
| (Full title of the plan) |
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Sydney A. Harland, Chief Executive Officer 534 Delaware Avenue, Suite 412, Buffalo, NY 14202 |
| (Name and address of agent for service) |
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| 910 270 7749 |
| (Telephone number, including area code, of agent for service) |
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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “ “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o (do not check if smaller reporting company)
Smaller reporting company x
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED | AMOUNT TO BE REGISTERED(1) | PROPOSED MAXIMUM OFFERING PRICE PER SHARE | MAXIMUM AGGREGATE OFFERING PRICE | AMOUNT OF REGISTRATION FEE |
| | | | | |
| $.001 par value common stock | 4,200,000 | $0.035 (2) | $147,000 | $8.20 |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the common stock of Global Earth Energy, Inc. which may be issued by reason of any stock split, stock dividend or similar corporate event. |
| (2) | Estimated for the purpose of computing the amount of registration fee pursuant to Rule 457(c) of the Securities Act based upon the average of the bid and asked price per share for the common stock as of November 16, 2009. |
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required in Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”), is not required to be filed with the Securities and Exchange Commission (the “Commission”) and is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Global Earth Energy, Inc. (“Global Earth Energy”) will provide without charge to each person to whom a copy of a Section 10(a) prospectus hereunder is delivered, upon the oral or written request of such person, a copy of any document incorporated in this Registration Statement by reference. These documents are incorporated by reference in the Section 10(a) prospectus. Global Earth Energy will also make available without charge, upon oral or written request, other documents required to be delivered pursuant to Rule 428(b). Requests for such information should be directed to: Global Earth Energy, Inc., 534 Delaware Avenue, Suite 412, Buffalo, NY 14202, Telephone: 910 270 7749.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Global Earth Energy, Inc. (“Global Earth Energy”) are incorporated by reference into this Registration Statement:
(b) All other reports filed 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 registrant’s document in (a) above, which includes Global Earth Energy’ Form 10-Q for the fiscal quarter ended May 31, 2009, filed on July 20, 2009 (SEC Accession No. 0001213900-09-001783);
(c) A description of the securities of Global Earth Energy as contained in its registration statement on Form SB-2 (SEC Accession No. 0001213900-07-001757), filed on December 26, 2007, and including any amendment or report filed for the purpose of updating such description; and
(d) In addition, all documents filed by Global Earth Energy after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Weed & Co. LLP has rendered an opinion on the validity of the securities being registered. Richard O. Weed, managing partner of Weed & Co LLP, is the owner of 1,200,000 shares of Global Earth Energy common stock and holds an option to purchase 1,000,000 shares at $.027 per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation, as amended and Bylaws of Global Earth Energy, and Nevada law contain provisions relating to the indemnification of officers and directors. Generally, they provide that we may indemnify any person who was or is a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except for an action by or in right of our company, by reason of the fact that he is or was a director, officer, employee or agent of our company. It must be shown that he acted in good faith and in a manner, which he reasonably believed to be in, or not opposed to, our best interests. Generally, no indemnification may be made where the person has been determined to be negligent or guilty of misconduct in the performance of his duty to our company.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("the "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 a 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.
ITEM 7.
EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
| Exhibit No. | Description |
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| 5.1 | Legal opinion of Weed & Co. LLP |
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| 10.1 | 2009 Stock Compensation and Incentive Plan |
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| 23.1 | Consent of Weed & Co. LLP (included in Exhibit 5.1) |
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| 23.2 | Consent of EFP Rotenberg, LLP |
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 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;
(iii) 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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 offered 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.
(4) The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities 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 may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, 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 registrant of expenses incurred or paid by a director, officer or controlling person of 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 is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies 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 Buffalo, State of New York, on November 23, 2009.
| | | Global Earth Energy, Inc. (Registrant) |
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| | | /s/ Sydney A. Harland |
| | | Sydney A. Harland |
| | | Chief Executive Officer |
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| | | /s/ Edmund Gorman |
| | | Edmund Gorman |
| | | CFO (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the date indicated have signed this registration statement.
| /s/ Betty-Ann Harland | | |
| Betty-Ann Harland, Director | | |
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| /s/ Sydney A. Harland | | |
| Sydney A. Harland, Director | | |
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| /s/ Edmund Gorman | | |
| Edmund Gorman, Director | | |
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| /s/ Robert Glassen | | |
| Robert Glassen, Director | | |
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| /s/ Arthur N. Kelly | | |
| Arthur N. Kelly, Director | | |
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| /s/ Richard Proulx | | |
| Richard Proulx, Director | | |
