SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTREPID TECHNOLOGY & RESOURCES, INC. AND SUBSIDIARIES
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(Exact name of Registrant as Specified in its Charter)
IDAHO 82-0230842
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
501 West Broadway, Suite 200
Idaho Falls, Idaho 82304
INTREPID TECHNOLOGY & RESOURCES, INC. AND SUBSIDIARIES
2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Dr. Dennis D. Keiser
501 West Broadway, Suite 200
Idaho Falls, Idaho 82304
(Name and address for agent for service)
(208) 529-5337
(Telephone number, including area code, of agent for service)
With copies to:
Michael J. McDonagh, Esq.
287 North Maple Grove Road
Boise, Idaho 83704
(208) 323-1003
(208) 323-2439 (fax)
CALCULATION OF REGISTRATION FEE
=========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED* SHARE** PRICE** REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
Common Shares, $0.005 1,000,000 shares $ 0.073 $ 730,000 $ 105.93
par value, issuable upon
exercise of stock options
by Grantees(1)
=========================================================================================================
* Represents shares issuable under the 2005 Stock Incentive Plan (the "Plan" ).
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act" )
** (1) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the
proposed maximum offering price per share, proposed maximum aggregate offering
price and amount of registration fee were computed based upon the average of the
high and low prices of the shares of Common Stock on June 17, 2005.
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TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . 3
PART II. . . . . . . . . . . . . . . . . . . . . . . . 4
Item 3. Incorporation of Documents by Reference. . . . 4
Item 4. Description of Securities. . . . . . . . . . . 4
Item 5. Interests of Named Experts and Counsel . . . . 4
Item 6. Indemnification of Directors and Officers . . 5
Item 7. Exemption from Registration Claimed . . . . . 5
Item 8. Exhibits. . . . . . . . . . . . . . . . . . . 6
Item 9. Undertakings. . . . . . . . . . . . . . . . . 6
Signatures . . . . . . . . . . . . . . . . . . . . . . 8
Power of Attorney. . . . . . . . . . . . . . . . . . . 9
Exhibit 4.1. . . . . . . . . . . . . . . . . . . . . . 10
Exhibit 5.1. . . . . . . . . . . . . . . . . . . . . . 19
Exhibit 23.2 . . . . . . . . . . . . . . . . . . . . . 20
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PART I
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-KSB for the fiscal year
ended June 30, 2004.
(b) Form 8-K filed with the Commission on October 19, 2004.
(c) Definitive Proxy Statement filed with the Commission on November 8,
2004.
(d) Form 10-QSB for the three-month period ending September 30, 2004 filed
with the Commission on November 15, 2005.
(e) Form 8-K filed with the Commission on December 13, 2004.
(f) Form 8-K filed with the Commission on December 21, 2004.
(g) Form 8-K filed with the Commission on January 14, 2005.
(h) Form 8-K filed with the Commission on January 28, 2005.
(i) Form 8-K filed with the Commission on March 10, 2005.
(j) Forms 10-QSB/A and 10-QSB for the three-month period ending December
31, 2004, and March 31, 2005 filed with the Commission on April 15, 2005, and
May 13, 2005 respectively.
In addition to the foregoing, all documents that we subsequently file
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered pursuant to this prospectus have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in this prospectus or in any
subsequently filed document that is also incorporated by reference in this
prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
You may read and copy any reports, statements or other information we have
filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the Public Reference Rooms. Our filings are also available on the Internet at
the SEC's website at http://www.sec.gov.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Idaho Business Corporation Act, Idaho Code Sec. 30-1-101 et seq. and
certain provisions of the Company's Bylaws under certain circumstances provide
for indemnification of the Company's Officers, Directors and controlling persons
against liabilities, which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but this description is qualified in its entirety by reference to the Company's
Bylaws and to the statutory provisions.
In general, any Officer, Director, employee or agent may be indemnified
against expenses, fines, settlements or judgments arising in connection with a
legal proceeding to which such person is a party, if that person's actions were
in good faith, were believed to be in the Company's best interest, and were not
unlawful. Unless such person is successful upon the merits in such an action,
indemnification may be awarded only after a determination by independent
decision of the Board of Directors, by legal counsel, or by a vote of the
shareholders, that the person to be indemnified met the applicable standard of
conduct.
The Company's Articles of Incorporation and Bylaws do not contain any
provisions for indemnification described above.
The circumstances under which indemnification is granted in connection with
an action brought on behalf of the Company is generally the same as those set
forth above; however, with respect to such actions, indemnification is granted
only with respect to expenses actually incurred in connection with the defense
or settlement of the action. In such actions, the person to be indemnified must
have acted in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification may also be granted pursuant to the terms of agreements,
which may be entered in the future, or pursuant to a vote of shareholders or
Directors. The statutory provision cited above also grants the power to the
Company to purchase and maintain insurance, which protects its Officers and
Directors against any liabilities, incurred in connection with their service in
such a position, and the Company may obtain such a policy.
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 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 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 connected 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 Act and will be governed by the final adjudication of
such issue.
The Company currently does not maintain directors' and officers' liability
insurance for our directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1(1) Intrepid Technology 2005 Stock Incentive Plan
5.1(1) Opinion of Michael J. McDonagh, Esq., re: Legality
23.1(2) Consent of Counsel (included in Exhibit 5.1)
23.2(1) Consent of Eide Bailly LLP., current independent auditors of Intrepid Technology &
Resources, Inc.
24(3) Power of Attorney
(1) Provided herewith.
(2) Incorporated by reference to Exhibit 5.1.
(3) Incorporated by reference to the signature page below.
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(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, as amended;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low and high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this 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 our company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in 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 relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
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(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) We hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of our annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, 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 persons controlling our
company pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC 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 our company of expenses incurred or paid by a director, officer
or controlling person of our 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, our company will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us 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
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Idaho Falls, State of Idaho on this
20th day of June 2005.
INTREPID TECHNOLOGY &
RESOURCES, INC.
June 20, 2005 By: /s/ Dr. Dennis D. Keiser
------------------------------------
Dr. Dennis D. Keiser
Chairman, President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned officers and directors of Intrepid Technology & Resources,
Inc., hereby constitute and appoint Dennis D. Keiser with power to act one
without the other, our true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the dates indicated below.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
By: /s/Dennis D. Keiser Date: June 20, 2005
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Dennis D. Keiser, Chairman of the
Board, President and Chief
Executive Officer and Director
By: /s/Jacob D. Dustin Date: June 20, 2005
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Jacob D. Dustin, Vice-President
Secretary & Treasurer & Principal Accounting
Officer
By: /s/D. Lynn Smith Date: June 20, 2005
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D. Lynn Smith, Director
By: /s/ Michael F. LaFleur Date: June 20, 2005
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Michael F. LaFleur, Director
By: /s/ William R. Myers Date: June 20, 2005
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William R. Myers, Director
By: /s/ Steven Whitesides Date: June 20, 2005
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Steven Whitesides, Director
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