SECTION 10(A) PROSPECTUS OF
LIBERTY MINT, LTD.
September 12, 2000: This document constitutes part of a prospectus
covering securities of Liberty Mint, Ltd., a Nevada corporation (the "Company"),
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"). This document, a Section 10(a) Prospectus, contains and
constitutes three sections: First, the "General Plan Information;" second, the
"Registrant Information;" and third, the Company's Forms 10-SB/A-4, 10-KSB/A and
10-QSB, which are incorporated herein by this reference, and thereby
constructively provided to offerees.
Item 1. General Plan Information
The Company's board of directors (the "Board") has adopted a written
compensation contract to compensate Richard D. Surber for services rendered to
the Company in preparing and filing Forms 10-SB, 10-KSB, and 10-QSB, and with
the Securities and Exchange Commission, and in preparing and filing amendments
thereto, and responding to SEC comments thereon. None of the services performed
by Richard D. Surber were in connection with the offer or sale of securities in
a capital raising transaction, nor did they directly or indirectly promote or
maintain a market for the Company's securities. Pursuant to the Compensation
Agreement, the Board has authorized the issuance of one hundred eighty thousand
(180,000) shares of $0.001 par value common stock of the Company (the "Common
Stock").
The Board adopted the Compensation Agreement (the "Plan") on September
__, 2000. The Plan is part of efforts to aid the Company in obtaining and paying
for qualified consultants, and advisors who can contribute to the future success
of the Company, and in providing such individuals with an incentive to use their
best efforts to promote the growth and profitability of the Company.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
As the ultimate administrator of the Plan, Dan Southwick, President and
CEO of Liberty Mint, Ltd. should be contacted with requests for additional Plan
information. Alternatively, the Board may appoint a committee to administer the
Plan (hereinafter Mr. Southwick or the Board's duly authorized committee shall
be referred to as "Plan Administrators"). As no committee has been authorized by
the Board, Dan Southwick is the Plan Administrator. The address of Mr. Southwick
is c/o the Company,975 North 1430 West, Orem, Utah 84059, telephone (801)
426-6699
In the event Mr. Southwick resigns as the administrator of the Plan,
the vote of a majority of the Board of directors may select a successor or
appoint a committee to administer the Plan.
Securities to be Offered
Common stock up to a maximum of one hundred eighty thousand (180,000)
shares of $0.001 par value Common Stock may be granted under the Plan. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or recapitalizations.
Who May Participate in the Plan
Richard D. Surber is the only person eligible to receive common stock
under the Plan.
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
Richard D. Surber is the only employee who shall receive common stock.
The Plan is not subject to ERISA and the securities are being issued by the
Company and not purchased on the open market or otherwise.
The shares of Common Stock subject to the Plan are subject to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a
result of a stock split, consolidation, or other recapitalization.
Amendments and Termination
The Plan may not be abandoned or terminated at any time without the
consent of all parties to the written compensation contract. The Plan shall
otherwise terminate on the earlier of the date that is one year from the date of
the compensation contract or the date on which the one hundred eighty thousandth
share is deregistered on a post-effective amendment on Form S-8 filed with the
Securities and Exchange Commission (the "SEC"). No termination, suspension,
alteration or amendment may adversely affect the rights of Mr. Surber without
his consent.
Resale of Common Stock
Shares of Common Stock issued under the Plan will have been initially
registered pursuant to a Form S-8 Registration Statement filed by the Company.
Subsequent resales of shares obtained pursuant to the Plan may be eligible for
immediate resale depending on whether an exemption from registration is
available or whether the shares are in fact registered. The Company makes no
statement as to subsequent saleability of specific shares obtained pursuant to
the Plan and urges any persons seeking to sell shares so obtained to seek
counsel from independent attorneys.
As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of September 12, 2000.
Tax Effects of Plan Participation & Nonstatutory Options
The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.
The issuance of shares to Richard D. Surber pursuant to the Plan may
constitute ordinary income. As with other forms of compensation, withholding tax
and other trust fund payments may be due with respect to the issuance of shares
as compensation for services to the Company. The Company will not withhold for
tax liabilities, and all taxes due will be paid by Mr. Surber.
Item 2. Registrant Information
The Company will provide to Mr. Surber upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide Mr. Surber upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at 975 North
1430 West, Orem, Utah 84059, telephone (801) 426-6699