SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLAS MINING COMPANY
(Exact name of registrant as specified in its charter)
Idaho 82-0096527
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 East Mullan Avenue
Osburn, Idaho 83849
(Address of principal executive offices) (Zip Code)
2002 CONSULTANT STOCK PLAN
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(Full title of the plan)
William Jacobson
630 East Mullan Avenue
Osburn, Idaho 83849
(Name and address of agent for service)
(208) 556-1181
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock 5,000,000 $.08 $400,000 $36.90
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(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on August 23, 2002, as reported on the OTC Electronic Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference
into this registration statement:
(a) The Annual Report for the fiscal year ended December 31,
2002, and quarter ended March 31, 2002 filed by the registrant with the
Securities and Exchange Commission (the "Commission") on Form SB-2 July 1, 2002,
which contains audited consolidated financial statements for the most recent
fiscal year for which such statements have been filed.
(b) The Quarterly Report for the quarter ended June 30, 2002
filed on Form 10QSB on August 14, 2002.
(b) The description of the registrant's common stock, which is
included in Amendment No. 5 to the registration statement on Form SB-2, file no.
333-72830, filed with the Commission on July 1, 2001.
(c) In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Pollet, Richardson & Patel, A Law Corporation, has given an
opinion on the validity of the securities being registered hereunder. Erick
Richardson and Nimish Patel, principals in the law firm, are eligible to receive
shares of the Company's common stock pursuant to this Form S-8 registration
statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:
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a. Title 30, Chapter 1 of the Idaho Revised Statutes provides for the
indemnification of a corporation's officers and directors under certain
circumstances.
b. Article VII of Registrant's Amended Articles of Incorporation
provides, in part:
"A director shall not be held liable to the company or its
shareholders for monetary damages for any action taken or any failure to take
any action as a director except to the minimum degree required under Idaho law
as it now exists or hereafter may be amended. Further, the company is authorized
to indemnify, agree to indemnify, or obligate itself or advance or reimburse
expenses incurred by its directors, officers, employees, or agents to the full
extent of the laws of the state of Idaho as may now or hereafter exist;
excepting incidents involving intentional violation of criminal law."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5. Opinion regarding legality
23.1 Consent of Chisholm & Associates
23.2 Consent of Pollet, Richardson & Patel (included in
Exhibit 5)
99. 2002 Consultant Stock Plan
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) 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; (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; and (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 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.
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(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 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.
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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 Osburn, State of Idaho, on this 23rd day of August,
2002.
ATLAS MINING COMPANY
A Idaho Corporation
/s/ William Jacobson
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By: William Jacobson
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: August 23, 2002 /s/ William Jacobson
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William Jacobson, Chairman
Dated: August 23, 2002 /s/ Kurt Hoffman
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Kurt Hoffman, CFO, Director
Dated: August 23, 2002 /s/ Jack Harvey
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Jack Harvey, Director
Dated: August 23, 2002 /s/ Thomas E. Groce
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Thomas E. Groce, Director
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INDEX TO EXHIBITS
Exhibit Number Description
5. Opinion regarding legality
23 Consent of Chisholm & Associates
23.3 Consent of Pollet, Richardson & Patel (included in Exhibit 5)
99. 2002 Consultant Stock Plan