As filed with the Securities and Exchange Commission on November ___, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
RICH COAST INC.
(Exact name of Registrant as specified in its charter)
Delaware 91-1835978
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)
10200 Ford Road
Dearborn, MI 48126
(Address of Principal Executive Offices, Including Zip Code)
RICH COAST RESOURCES INC. 1995 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
James P. Fagan
10200 Ford Road
Dearborn, MI 48126
(313) 582-8866
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount to Proposed Proposed maximum Amount of
to be registered be registered maximum offering aggregate offering registration fee
price per unit price
Common Stock 1,000,000 shares<F1> $0.22<F2> $220,000 $100
<FN>
<F1> There are also registered hereunder such indeterminate number of
additional shares of Common Stock as may become subject to the Plan as a
result of the anti-dilution provisions thereof.
<F2> Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low prices ($0.22) reported by NASDAQ on
December 1, 1997 (a day within five business days prior to the initial filing
hereof) pursuant to Rule 457(c).
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The required Plan Information is included in documents being maintained and
delivered by the Registrant as required by Rule 428 of the Securities Act of
1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
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 will 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 following documents filed with the Commission by the Registrant are
incorporated into this Registration Statement by this reference:
a. Registrant's Annual Report on Form 10-K for the most recent fiscal year
end;
b. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the Registrant's most recent fiscal year; and
c. The description of the Common Stock contained in the Form 8-K filed
December 3, 1997 which amends the description of Common Stock contained in the
Registrant's Registration Statement on Form 20-F filed under the Exchange
Act, SEC File No. 0-15859.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all shares offered hereunder
have been sold or which de-registers all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
Item 4. Description of Securities.
No description of the class of securities to be offered is required under this
item because the class of securities to be offered is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Certificate of Incorporation of
the Registrant generally provide that Registrant shall indemnify a Director
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, actually and reasonably incurred by the
Director, including an amount paid to settle an action or satisfy a judgment
in a civil, criminal or administrative action to which the Director is a party
by reason of his having been a Director, provided that the Director was acting
in good faith. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
Directors, officers or controlling persons, the Registrant has been informed
that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
Exhibit
Number Description
4.1 Certificate of Incorporation.<F1>
4.2 Bylaws.<F2>
4.3 Specimen form of the Company's Stock Certificate.
4.4 Rich Coast Inc. 1995 Incentive Compensation Plan, as
amended.<F3>
5.1 Opinion of Key & Mehringer, P.C. as to the legality of the
securities registered hereby. Filed herewith.
23.1 Consent of Key & Mehringer, P.C. See Exhibit 5.1.
23.2 Consent of Smythe Ratcliffe. Chartered Accounts. Filed
herewith.
<FN>
<F1>
Incorporated by reference from Exhibit 3.1 to the Registrant's Amendment
No. 1 to Form S-4 Registration Statement, File No. 333-6099, filed on August
6, 1996.
<F2>
Incorporated by reference from Exhibit 3.2 to the Registrant's Amendment
No. 1 to Form S-4 Registration Statement, File No. 333-6099, filed on August
6, 1996.
<F3>
Incorporated by reference from Exhibit 99.3 to the Registrant's
Amendment No. 1 to Form S-4 Registration Statement, File No. 333-6099, filed
on August 6, 1996.
</FN>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act
(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 paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in an amendment by those paragraphs is
included in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
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) For purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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
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 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 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.
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 Dearborn, Michigan, on November 11, 1997.
RICH COAST INC., Registrant
By /s/ James P. Fagan
James P. Fagan, President
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
/s/ James P. Fagan President, Chief Executive Officer, November 11, 1997
James P. Fagan and Director
/s/ Robert W. Truxell Director November 11, 1997
Robert W. Truxell
/s/ Michael Grujicich Chief Financial Officer and November 11, 1997
Michael Grujicich Principal Accounting Officer
/s/ Thornton J. Donaldson Director November 11, 1997
Thornton J. Donaldson
/s/ George P. Nassos Director November 11, 1997
George P. Nassos
/s/ Geoffrey Hornby Director November 11, 1997
Geoffrey Hornby
EXHIBIT 5.1
OPINION OF COUNSEL
November 17, 1997
The Board of Directors
Rich Coast Inc.
10200 Ford Road
Dearborn, MI 48126
Re: Form S-8 Registration Statement
Opinion of Counsel
Dear Sirs:
As securities counsel for Rich Coast Inc. (the "Company") a Delaware
corporation, we have examined the originals or copies, certified or otherwise
identified, of the Articles of Incorporation, as restated and amended, and
Bylaws, as amended, of the Company, corporate records of the Company, including
minute books of the Company as furnished to us by the Company, certificates of
public officials and of representatives of the Company, statutes and other
records, instruments and documents pertaining to the Company as a basis for
the opinions hereinafter expressed. In giving such opinions, we have relied
upon certificates of officers of the Company with respect to the accuracy of
the factual matters contained in such certificates.
We have also, as such counsel, examined the Registration Statement on
Form S-8, File No. 333-_______(the "Registration Statement") to be filed with
the Commission on or about November 25, 1997 covering up to 1,000,000 shares of
Common Stock, $.001 par value (the "Common Stock"), which may be issued under
the Company's 1995 Incentive Compensation Plan (the "Plan"), as more
particularly described in the Registration Statement.
Based upon the foregoing and subject to the other qualifications and
limitations stated in this letter, we are of the opinion that:
(1) The shares of Common Stock reserved for issuance as Bonus Shares
under the 1995 Incentive Compensation Plan have been duly
authorized, and upon issuance will constitute validly issued,
fully paid and non-assessable shares of Common Stock; and
(2) The shares of Common Stock reserved for issuance upon the
exercise of Options granted under the Plan have been duly
authorized and, upon exercise of Options and payment of the
exercise price stated in the Options, will constitute validly
issued, fully paid and non-assessable shares of Common Stock
This opinion is a legal opinion and not an opinion as to matters of fact.
This opinion is limited to the laws of the State of Delaware and the federal
law of the United States of America, and to the matters stated herein. This
opinion is made as of the date hereof, and after the date hereof, we undertake
no, and diclaim any, obligation to advise you of any change in any matters set
forth herein. This option is furnished to you solely in connection with the
transactions referred to herein, and may not be relied on by any other person,
firm or entity without our prior written consent.
We hereby consent to such use of our name in the Registration Statement
and to the filing of this opinion as an Exhibit therto. In giving this consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the United States Securitites Act of
1993 or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ KEY & MEHRINGER, PC
EXHIBIT 23.2
To the Board of Directors
of Rich Coast Inc.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Form S-8
Registration Station (file No. 333-_________) of Rich Coast Inc., to be filed
on or about November 14, 1997, of our report dated July 11, 1997, which is
contained in the Rich Coast Inc., Form 10-KSB for the fiscal year ended
April 30, 1997.
Smythe Ratcliffe
Chartered Accountants
Vancouver, B.C.
November 12, 1997