As filed with the Securities and Exchange Commission June 25,
2001 File No. 333-46934 333-51918
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Liberty Mint, Ltd.
(Name of small business issuer in its charter)
Nevada 84-1409219
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
975 North 1430 West, Orem, Utah 84057
(Address of Principal Executive Offices)
Business Consulting Agreement
(Full title of the plan)
Dan Southwick, 975 North 1430 West, Orem, Utah 84057
Name and address of agent for service
(801) 426-6699
Telephone number, including area code, of agent for service:
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
Securities be offering aggregate registration
to be registered price offering fee
registered per unit * price *
Common 2,000,000 $0.033 $66,000 $16.50
Stock
* Estimates of the proposed maximum offering price per unit and
proposed maximum aggregate offering price solely for calculating
the registration fee pursuant to Rule 457(c) and (h) of the
Securities Act of 1933, and based on the average bid and asked
price of the registrant's common stock as of June 20, 2001, a
date within five business days prior to the date of filing of
this registration statement.
Part I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
A copy of the Business Consulting Agreement (the "Plan") is
attached hereto and incorporated herein by this reference.
Item 2. Registrant Information
Copies of the Plan and all documents incorporated by reference in
Item 3 of Part II of this registration statement are also
incorporated as part of the Section 10(a) prospectus by this
reference, and shall be made available to the Plan's participants
upon written or oral request. Requests for such information
should be directed to the Company at 975 North 1430 West, Orem,
Utah 84059, telephone (801) 426-6699.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Liberty Mint, Ltd., a Nevada
corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by
reference:
1. The Company's Form 10-KSB filed with the Securities and
Exchange Commission on May 1, 2001;
2. All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") for
the past twelve months; and
3. The description of the Common Stock contained in the
Company's Form 10-SB Registration Statement filed on September
21, 1999 under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration
Statement have been sold or that de-registers all such securities
then remaining unsold, all reports and other documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities
registered under Section 12 of the Exchange Act. A description
of such securities is contained in the Company's initial Form 10-
SB Registration Statement filed with the Commission on September
21, 1999, and any amendment or report filed for the purpose of
updating such description is incorporated herein by reference.
(See "Item 3. Incorporation of Documents by Reference.")
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Item 5. Interests of Named Experts and Counsel
Lehman Walstrand & Associates, LLC, Salt Lake City, Utah, is
corporate counsel to the Registrant and has rendered an opinion
as to the Common Stock offered hereby.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to members of the board of directors, officers,
employees, or persons controlling the Company pursuant to the
immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.
An officer or director of the Corporation shall not be personally
liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as an officer or director,
except for liability to the Corporation or to its shareholders
for monetary damages for (i) acts of omissions which involve
intentional misconduct, fraud or knowing violation of law, or
(ii) the payment of dividends in violation of Section 78.300 of
the Nevada Revised Statutes.
Any repeal or modification of the indemnification rights granted
to officers and directors of the corporation shall be prospective
only, and shall not adversely affect any limitation of the
personal liability of an officer or director of the Company for
acts or omissions prior to the repeal or modification of the
right of indemnification.
In accordance with the provisions referenced above, the Company
will indemnify to the fullest extent permitted by its Articles
and Bylaws, and in the manner permissible under the laws of the
State of Nevada, any person made, or threatened to be made, a
party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is
or was a director or officer of the Company, or served any other
enterprise as director, officer or employee at the request of the
Company . The Board of Directors, in its discretion, will have
the power on behalf of the Company to indemnify any person, other
than a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he or she is or was an
employee of the Company.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons
of the Company, 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 proceedings) is asserted by such director,
officer, or controlling person in connection with any securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to 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
issues.
The foregoing discussion of indemnification merely summarizes
certain aspects of indemnification provisions and is limited by
reference to the Sections of the Nevada Revised Statutes set
forth above and the provisions of the Company's Bylaws and the
Company's Articles of Incorporation, or any amendments thereto.
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Item 7. Exemption from Registration Claimed
No restricted securities are being reoffered or resold pursuant
to this registration statement.
Item 8. Exhibits
The exhibits attached to this Registration Statement are listed
in the Exhibit Index, which is found on page 6.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)
(1)To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(ii)To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "1933 Act");
(iii)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; and
(iv)To include any additional or changed 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,
only to the extent required by the general rules and regulations
of the Commission.
(2)That, for the purpose of determining any liability under the
1933 Act, 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) That for purposes of determining any liability under the
1933 Act, 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 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
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
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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, executive officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, executive 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 of 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.
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 Orem, State of Utah, on this 27th day of June 2001
Liberty Mint, Ltd.
By: /s/Daniel Southwick
Chief Executive Officer
By: /s/Eugene Pankratz
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, his
registration statement has been signed by the following persons
in the capacities and on the date indicated.
Date: June 27, 2001 By: /s/Daniel Southwick
Director
Date: June 27, 2001 By: /s/John Pennington
Director
Date: June 27, 2001 By: /s/William C. Schmidt
Director
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INDEX TO EXHIBITS
Exhibit Title of Document Location
No.
4.1 Business Consultant Agreement E-1
5.1 Opinion and consent of Counsel with respect See Ex. 23.1
to the legality of the issuance of securities
being issued
23.1 Legal Opinion E-7
23.2 Consent of Pritchett, Siler & Hardy E-9
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