UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1934
Avalon Gold Corporation
(Exact name of Registrant as specified in its charter)
Nevada 000-13577
(State or other jurisdiction of (Commission File Number)
incorporation or organization)
88-0195105
(IRS Employer Identification
Identification number)
1288 Alberni Street, Suite 806
Vancouver, B.C. V6E 4N5
(604) 664-0484
(Address, including zip code, and telephone numbers, including area code)
STOCK INCENTIVE AND OPTION PLAN
(Full title of Amended Plan)
Carton Parfitt
Suite # 806
1288 Alberni Street
Vancouver, B.C., Canada
(Name and address of agent for service)
(888) 488-6882
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE(2) FEE
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Common stock (1) 5,000,000 $0.27 $ 1,350,000 $ 171.04
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(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933 as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests (up to a maximum of 5,000,000 shares) to be
offered or sold pursuant to the employee benefit plan (s) described herein.
(2) Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the last over-the-
counter sale reported on January 18, 2005.
</table>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b) (1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1934 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 2. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:
1. The registrant's Annual Report on Form 10-KSB and Form 10-KSB/A for the
fiscal year ended December 31, 2003.
2. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2004.
3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2004.
4. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2004.
5. The registrant's current report on Form 8-K, filed December 1, 2004
All of the above documents and documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
All documents incorporated by reference herein will be made available to all
participants in the Stock Incentive and Option Plan without charge, upon written
or oral request. Other documents required to be delivered to participants
pursuant to Rule 428(b) (1) under the Securities Act of 1934 are also available
without charge, upon written or oral request. All requests for documents shall
be directed to:
Avalon Gold Corporation
Suite # 806 - 1288 Alberni Street
Vancouver, B.C., Canada
V6E 4N5
(888) 488-6882
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada law permits a company to indemnify its directors and officers, except for
any act of dishonest. Avalon Gold Corporation has provided in its By-Laws that
the directors and officers of Avalon Gold Corporation will be indemnified and
secured harmless to the full extent permitted by law out of the assets of Avalon
Gold Corporation from and against all actions, costs, chares, losses, damages
and expenses incurred by reason of any act done, concurred in or omitted in or
about the execution of their duties or supposed duties, other than in the case
of any fraud or dishonesty. In addition, Avalon Gold Corporation has provided
in its By-Laws that each shareholder of Avalon Gold Corporation agrees to waive
any claim or right of action, individually or in the right of Avalon Gold
Corporation against any director or officer of Avalon Gold Corporation on
account of any action taken by such director or officer.
Nevada law also permits Avalon Gold Corporation to purchase insurance for the
benefit of its directors and officers against any liability incurred by them for
the failure to exercise the requisite care, diligence and skill in the exercise
of their power and the discharge of their duties, or indemnifying them in
respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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4.1 Stock Incentive and Option Plan
4.2 Incentive Stock Option Agreement
5.1 Opinion of Michel S. Krome. P.C.
23.1 Consent of Dale, Matheson, Carr-Hilton, Labonte, Chartered Accountants
23.2 Consent of Michael S. Krome, P.C. (included in exhibit 5.1)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to: (i) include any
prospectus required by Section 10(a) (2) of the Securities Act; (ii) reflect in
the prospectus any facts or events arising after the effective date of the
Registration Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the 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 or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission 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) 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 provisions
(i) and (ii) of this undertaking do not apply if the information required to be
included in a post--effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to the Exchange Act that are incorporated by reference into the
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; and
(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans 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 Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities 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 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 Company 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 Securities
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.
AVALON GOLD CORPORATION
By: /S/ CARLTON PARFITT
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Carlton Parfitt,
President and Director
By: /S/ ROBERT KLEIN
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Robert Klein,
Secretary and Director
Date: January 19, 2005