U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED
LEXINGTON RESOURCES INC. formerly known
as "Intergold Corporation"
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(Exact name of small business issuer as specified in its charter)
NEVADA 88-0365453
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
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(Address of Principal Executive Offices)
Intergold Corporation
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(Former name, address and fiscal year, if
changed since last report)
Stock Option Plan for Intergold Corporation
(changing its name to Lexington Resources, Inc.)
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(Full title of the plan)
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, Colorado 80227
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(Name and address of agent for service)
303.985.9324
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(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
To be to be price offering registration
Registered Registered per share price fee
(1) (2)
Common Stock 1,000,000 $0.50 $500,000 $45.00
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(1)
Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, as amended. The Proposed
Maximum Offering Price Per Share was determined by the Board of Directors and
set contractually. As of the date of this Registration Statement, 1,000,000
Stock Options have been issued.
(2)
This Registration Statement relates to such indeterminate number of additional
shares of Common Stock of Intergold Corporation, changing its name to Lexington
Resources Inc. (the "Company") as may be issuable as a result of stock splits,
stock dividends or similar transactions.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with or furnished to the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:
(i) the latest annual report of the Company filed on Form 10KSB
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(ii) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report on Form 10-KSB referred to in (a)
above.
(iii) the registration statement of the Company filed on Form 10-SB
pursuant to Section 12(g) of the Exchange Act.
(iv) The description of securities which is contained in the
registration statement on Form 10-SB filed by the Company
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which either indicates that all securities offered have
been sold or deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein 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 prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities being registered will be passed upon by
Diane D. Dalmy, Esq., General Counsel to the Company, 8965 W. Cornell Place,
Lakewood, Colorado 80227.
None of the experts named in the Registration Statement as having
prepared or certified a report or counsel for the Company named in the
Registration Statement as having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration of offering of such securities have or will receive in connection
with the offering a substantial interest, direct or indirect, in the Company or
its subsidiary, if any, nor was connected with the Company or its subsidiary, if
any, as a promoter, managing underwriter, voting trustee, director, officer or
employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of the officers and directors of the Company. Nevada law
provides for indemnification (which may eliminate any personal liability of a
director to the Company or its shareholders for monetary damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company. A director or officer may
be indemnified as to any matter in which he successfully defends himself.
The officers and directors of the Company are accountable to the
shareholders of the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity in handling the
Company's affairs.
A shareholder may be able to institute legal action on behalf of
himself and all other similarly situated shareholders to recover damages where
the Company has failed or refused to observe the law. Shareholders may, subject
to applicable rules of civil procedure, be able to bring a class action or
derivative suit to enforce their rights, including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection with the purchase or sale of their interest in the Company due to
a breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.
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 of the Company in the successful
defense or 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.
The Company has no agreements with any of its directors or executive
officers providing for indemnification of any such persons with respect to
liability arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a
director or executive officers of the Company as to which indemnification is
being sought.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
In the event certain Stock Options issued under the Stock Option Plan
are not registered pursuant to this Registration Statement, the shares of Common
Stock to be issued pursuant to an exercise of such Stock Option shall be issued
in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".
In such event, each optionee, as a condition of exercise, shall
represent, warrant and agree in a form of written certificate approved by the
Company that (i) all shares of Common Stock are being acquired solely for his
own account and not on behalf of any other person or entity; (ii) no shares of
Common Stock will be sold or otherwise distributed in violation of the
Securities Act of 1933, as amended, or any other applicable federal or state
securities laws; (iii) if he is subject to reporting requirements under Section
16(a) of the Securities Exchange Act of 1934, as amended, he will (a) furnish
the Company with a copy of each Form 4 filed by him and (b) timely file all
reports required under the federal securities laws; and (iv) he will report all
sales of shares of Common Stock to the Company in writing.
ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration
Statement:
5.1 Opinion of Diane D. Dalmy, as counsel to the Company,regarding the
legality of the securities being registered.
23.1 Consent of Diane D. Dalmy, as counsel to the Company, included in
the Opinion as exhibit 5.1.
23.2 Consent of LaBonte & Co. as independent public accountants.
99.1 Stock Option Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent or
given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report,
in which case the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee.
The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
The undersigned registrant hereby undertakes (i) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement, if applicable, 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; (ii) that, for the purpose of determining any liability
under the Securities Act of 1933, as amended, 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 (iii) 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.
The undersigned Registrant hereby undertakes that, 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 (and, where applicable, each filing of an employee benefit plan
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.
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 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense or 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Blaine, State of Washington, on November 20,
2003.
LEXINGTON RESOURCES, INC.
/s/ GRANT ATKINS
By:_____________________________
Grant Atkins, President/Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following person in the
capacity and on the date indicated.
Signature Title Date
/s/ VAUGHN BARBON Chief Financial Officer November 20, 2003
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