Filed with the Securities and Exchange Commission on November 1, 2001
Registration No. 333- ___________
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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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EARTHFIRST TECHNOLOGIES, INCORPORATED
(Exact name of registrant as specified in its charter)
State of Florida 601 South Fremont Avenue 59-3462501
(State or Other Tampa, Florida 33606 (I.R.S. Employer
Jurisdiction of (Address, including zip code Identification No.)
Incorporation or of principal executive office)
Organization)
EarthFirst Technologies, Incorporated Equity Incentive Plan
EarthFirst Technologies, Incorporated 2001 Equity Incentive Plan
Stock Options and Stock for Employees
(Full title of the plan)
Michael T. Cronin, Esquire
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
911 Chestnut Street
Post Office Box 1368
Clearwater, Florida 34617
(813) 461-1818
(Name, address, and telephone number
of agent for service)
1 of 6 Pages
Exhibit Index on Page 6
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to To Be Offering Price Aggregate Offering Registration
Be Registered (3) Registered Per Share (1) Price (1) Fee
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Common Stock, 31,700,000(2) $0.105 $3,328,500 $832.13
par value $.0001 shares (4)
(1) Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
closing price of the Registrant's common stock ($.105) as reported by OTBB
on October 31, 2001.
(2) Represents (i) 9,000,000 shares underlying the Registrants Equity Incentive
Plan, (ii) 20,000,000 shares underlying the Registrants 2001 Equity
Incentive Plan, (iii) 2,200,000 shares underlying options issued to
employees, and (iv) 500,000 shares issued to employees.
(3) This Registration Statement will become effective immediately upon filing
with the Securities and Exchange Commission. However, any offers or sales
of the securities covered by this Registration Statement by affiliates or
the offer or sale of "control" securities shall only be made by the means
of a reoffer prospectus which complies with the requirements of Form S-3
which reoffer prospectus shall be filed as a post-effective amendment to
this Form S-8 Registration Statement in accordance with the general
instructions to Form S-8.
(4) Plus such additional number of shares as may be required pursuant to the
Plans in the event of a stock split, recapitalization or other similar
event.
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Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
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PART I
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part
I will be delivered to the participants in this Plan as required by Securities
Act Rule 428(b). Such documents are not being filed as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.
(b) The Registrant's Quarterly Reports on Form 10-Q for the months
ended March 31, 2001 and June 30, 2001.
(c) Form 8-K dated May 30, 2000.
(d) Form 8-K/A dated July 13, 2001.
(e) All documents subsequently filed by the Registrant pursuant to
Section 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 of such documents.
Item 4. Description of Securities.
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Not Applicable
Item 5. Interest of Named Experts and Counsel.
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None.
Item 6. Indemnification of Directors and Officers.
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The Florida General Corporation Law (the "FGCL") provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amount paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation - - a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal actions, or proceeding, had no reasonable cause to believe that their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such actions, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter, by-
laws, disinterested director vote, stockholder vote, agreement or otherwise.
The Registrant's Articles of Incorporation and Bylaws requires the Registrant to
indemnify its officers and directors to the fullest extent permitted under the
FGCL.
Item 7. Exemption from Registration Claim.
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Not Applicable.
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Item 8. Exhibits.
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4.1 Form of Equity Incentive Plan (1)
4.2 Form of 2001 Equity Incentive Plan*
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
(1) Filed with 2000 Form 10-KSB.
* Filed herewith.
Item 9. Undertakings.
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A. Undertakings Relating to Delayed or Continuous Offerings of
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Securities.
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(1) The Registrant hereby undertakes 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) The Registrant hereby undertakes 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 at that
time shall be deemed to be the initial bona fide offering thereof.
(3) The Registrant hereby undertakes 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. Undertaking Relating to the Incorporation of Certain Documents by
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Reference.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(b) of the Exchange Act (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 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 Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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
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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, 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, on October 25, 2001.
EarthFirst Technologies, Incorporated
By: /s/ John D. Stanton
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John D. Stanton,
Chairman of the Board
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 dates indicated.
SIGNATURE TITLE DATE
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/s/ John D. Stanton Chairman of the Board 10-25-01
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John D. Stanton
/s/ James Mahoney Chief Executive Officer 10-25-01
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James Mahoney Director
/s/ Tim Klace Chief Financial Officer, 10-25-01
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Tim Klace Principal Accounting Officer
/s/ Donald K. Dankner Director 10-25-01
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Donald K. Dankner
/s/ Nicholas R. Tomassetti Director 10-25-01
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Nicholas R. Tomassetti
/s/ Jeffrey D. Tranen Director 10-25-01
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Jeffrey D. Tranen
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EXHIBIT INDEX
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Sequential
Exhibit Page
Number Title Number
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4.1 2001 Equity Incentive Plan 8
5 Opinion re legality 20
23.1 Consent of Independent Certified Public Accountants 22
23.2 Consent of Legal Counsel (included as part of Exhibit 5) 20
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