SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
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(Exact name of Registrant as specified in its charter)
ARIZONA 86-0220694
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(State of Incorporation) (I.R.S. Employer ID No.)
15900 N. 78th Street, Suite 101, Scottsdale, Arizona 85260
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(Address of Principal Offices)
Alanco Environmental Resources Corporation
1998 Stock Option Plan
&
Alanco Environmental Resources Corporation
1998 Directors and Officers Stock Option Plan
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(Full Title of the Plans)
Cynthia L. Castellano
Alanco Environmental Resources Corporation
15900 N. 78th Street, Suite 101
Scottsdale, AZ 85260
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(Name and address of Agent for Service)
(602) 607-1010
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(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Per Aggregate Registration
Registered Registered Share(1) Offering Price Fee
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Common Stock 1,500,000 $0.50 $750,000 $208.50
(1) Estimated price in accordance with Rule 457(h) and based upon the last
reported sale on the Nasdaq SmallCap Market on November 18, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Alanco
Environmental Resources Corporation 1998 Stock Option Plan and the Alanco
Environmental Resources Corporation 1998 Directors and Officers Stock Option
Plan which are being filed as part of this Registration Statement (the
"Registration Statement") and documents incorporated by reference in response
to Item 3 of Part II of this Registration Statement, which taken together
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 (the "Securities Act") will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to participants a
written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule
428(b) under the Securities Act. The statement shall include the address
listing the title or department and telephone number to which the request is to
be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998.
(b) The Registrant's Definitive Proxy Statement filed October 13, 1998.
(c) The Registrant's Quarterly Report on Form 10Q for the period ended
September 30, 1998.
(d) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, (the Exchange Act) since the end of
the fiscal year covered by the annual report referred to in (a) above.
Item 4. Description of Securities: The Registrant's no par value common stock
is listed for trading on the NASDAQ System under the symbol _ALAN_.
Each share of common stock is entitled to its pro rata share of any
dividends declared by the Registrant. Each share of common stock is
entitled to one vote on all matters submitted to the stockholders.
Cumulative voting for the election of directors is permitted. There
are no other liquidation rights, preemptive rights or other rights
attached to the common stock and nor is the common stock subject to
any call, assessment or liability of the Registrant.
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Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation and Bylaws and the laws of the
State of Arizona provide for indemnification of directors and officers of the
Registrant who are indemnified generally against expenses actually and
reasonably incurred in connection with proceedings, whether civil or criminal,
provided that it is determined that they acted in good faith, were not found
guilty, and, in any criminal matter, had reasonable cause to believe that their
conduct was not unlawful.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit Page or
Number Description Method of Filing
4.1 Alanco Environmental Resources Filed herewith
Corporation 1998 Stock Option Plan
4.2 Alanco Environmental Resources Filed herewith
Corporation 1998 Directors and
Officers Stock Option Plan
5 Opinion rendered by Dennis Filed herewith
Brovarone, counsel for the
Registrant (including consent)
23.1 Consent of Singer Lewak Greenbaum Filed herewith
& Goldstein, LLP
23.2 Consent of Hein & Associates, LLP Filed herewith
23.3 Consent of Counsel See Exhibit 5
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes.
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the 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 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, as amended
that are incorporated by reference into this 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 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.
(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
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.
(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 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
that 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.
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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, in the City of Scottsdale, State of Arizona on this 30th day of
November, 1998.
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
By: /s/ John A. Carlson
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John A. Carlson, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated.
NAME TITLE DATE
/s/ Robert R. Kauffman Chairman of the Board 11/30/98
------------------------- Chief Executive Officer ----------
Robert R. Kauffman
/s/ James T. Hecker Director 11/30/98
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James T. Hecker
/s/ Harold S. Carpenter Director 11/30/98
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Harold S. Carpenter
/s/ Steven P. Oman Director 11/30/98
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Steven P. Oman
/s/ Thomas C. LaVoy Director 11/30/98
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Thomas C. LaVoy
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