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As filed with the Securities and Exchange Commission on
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PANTHER RESOURCES, LTD.
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f/k/a GOLDEN PANTHER RESOURCES, LTD.
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(Exact name of registrant as specified in its charter)
NEVADA 95-3932052
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(Jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1111 WEST HASTINGS STREET, SUITE 211
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VANCOUVER, B.C. V6E 2J3
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CANADA
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PANTHER RESOURCES, LTD. 1998 STOCK INCENTIVE PLAN
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(Full title of the plan)
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PENNY PERFECT
C/O PANTHER RESOURCES, LTD.
SUITE 211, 1111 WEST HASTINGS STREET
VANCOUVER, B.C. V6E 2J3
CANADA
(604) 689-5377
(Name, address including zip code and telephone number,
including area code, of agent for service)
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Copy to:
KENNETH A. KORB, ESQ.
PERKINS, SMITH & COHEN, LLP
1 BEACON STREET
BOSTON, MA 02108
(617) 854-4000
(Name and address of authorized representative
in the United States)
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Exhibit Index on Sequentially Numbered Page: 7
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Titles of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee
Common Shares (2) 2,391,500 Shares $0.30 $ 717,450 $211.65
200,000 Shares $0.50 $ 100,000 $ 29.50
$0.001 par value 200,000 Shares $0.75 $ 150,000 $ 44.25
Totals: 2,791,500 Shares $ 967,450 $285.40
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(1)
All such shares are either issuable upon exercise of outstanding
options with fixed exercise prices or are based upon the fair value of
the stock on the date of issue authorization. The aggregate offering
price and the fee for option stocks have been computed upon the basis
of the price at which the option may be exercised.
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(2)
In addition, this Registration Statement also covers an indeterminate
amount of additional securities which may be issued under the
above-referenced Plan pursuant to the anti-dilution Provisions of such
Plan and, if interests in the above-referenced Plan are deemed to
constitute separate securities, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement shall also cover an
indeterminate amount of interests to be offered or sold pursuant to the
above-referenced Plan.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "1933 Act") and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Panther Resources, Ltd. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
March 31, 1997.
(b) All other reports filed by the Registrant pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") since March 31, 1997.
All documents subsequently filed with the Commission by the
Registrant pursuant to the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered herein 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.
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Registrant by Perkins, Smith & Cohen, LLP. Neither it nor
any of its partners has any interest in the Plan.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes (the "NRS") provides for indemnification of
directors and officers in a variety of circumstances, which may include
liabilities under the 1933 Act. The Company's Bylaws provide for indemnification
of the Company's directors and officers (and those serving in such capacity with
a consolidated subsidiary other entity at the request of the Board of Directors
of the Company) in the circumstances, and to the extent, permitted by the NRS.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit Identification Description Of Exhibit
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1. Exhibit 3(a) Registrant's annual report on Form 10-KSB
for the year ended March 31, 1997 and
incorporated herein by reference.
2. Exhibit 5.1 Opinion of Perkins, Smith & Cohen, LLP
[filed herewith]
3. Exhibit 8 Panther Resources, Ltd. 1998
Stock Incentive Plan [filed herewith]
4. Exhibit 23.1 Consent of Perkins, Smith & Cohen, LLP
(included in Exhibit 5.1)
5. Exhibit 23.2 Consent of Jones Jensen & Co., accountants
[filed herewith]
6. Exhibit 24 Power of Attorney (included as part of
the Signature page to the Registration
Statement)
7. Exhibit Index appearing on Page 7 of the Form S-8.
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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:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To 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) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed 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 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, 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 of 1933 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 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 questions whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Panther Resources, Ltd., certifies that it has reasonable grounds to
believe that it meets all of the requirements of 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 Vancouver, Province of
British Columbia, Canada on this 12th day of May, 1998.
By: /s/ Penny Perfect
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Penny Perfect
President and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Panther Resources, Ltd.,
hereby severally constitute and appoint Penny Perfect and Gordon Muir, and each
of them singly, our true and lawful attorneys, with full power to them and each
of them singly, to sign for us in our names in the capacities indicated below,
any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable Panther Resources, Ltd. to comply
with the provisions of the Securities Act of 1933, as amended, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and all amendments thereto.
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/ Gordon Muir Chairman of the Board May 12, 1998
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Gordon Muir
/s/ Penny Perfect President and Director May 12, 1998
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Penny Perfect
/s/ Katharine Johnston Executive Vice President May 12, 1998
- ---------------------------- and Director
Katharine Johnston
/s/ Alexander Van Hoeken Director May 12, 1998
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Alexander Van Hoeken
/s/ Robert Needham Director May 12, 1998
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Robert Needham
/s/ F. Bryson Farrill Director May 12, 1998
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F. Bryson Farrill, Director
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INDEX OF EXHIBITS
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Exhibit Identification Description Of Exhibit
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1. Exhibit 3(a) Registrant's annual report on Form 10-KSB
for the year ended March 31, 1997 and
incorporated herein by reference.
2. Exhibit 5.1 Opinion of Perkins, Smith & Cohen, LLP
[filed herewith]
3. Exhibit 8 Panther Resources, Ltd. 1998
Stock Incentive Plan [filed herewith]
4. Exhibit 23.1 Consent of Perkins, Smith & Cohen, LLP
(included in Exhibit 5.1)
5. Exhibit 23.2 Consent of Jones Jensen & Co., accountants
[filed herewith]
6. Exhibit 24 Power of Attorney (included as part of
the Signature page to the Registration
Statement)
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