SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
European American Resources, Inc.
(Exact name of Registrant as specified in its charter)
33-3492-D
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Commission File No.
Delaware 87-0443214
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(State or other jurisdiction of (I.R.S. Employer incorporation or
organization) Identification No.)
91 South Main Street, P.O. Box 1066, Eureka, NV 89316
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(Address of Principal Executive Offices)
Consulting Agreement with
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WILLIAM O'CALLAGHAN
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(full title of plan)
Sandy Fiorenzi
European American Resources, Inc.
91 South Main Street, P.O. 1066, Eureka, NV 89316
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(Name and Address of Agent for service)
(775)-237-7943
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATON FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PROPOSED AMOUNT OF
REGISTERED (1) PRICE PER SHARE (2) AGGREGATE PRICE FILING FEE
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Common stock, $.0001 par 820,000 .20 $164,000 $15.09
value
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(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended, this Registration Statement
covers an indeterminate number of securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457,
promulgated under the Securities Act of 1933, as amended, and based upon the closing bid price of the Issuer's
common stock on May 30, 2002.
EXPLANATORY NOTE
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In accordance with the instructional Note to Part 1 of Form S-8 as promulgated
by the Securities and Exchange Commission, the information specified by Part 1
of Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement:
1.The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2001, as filed with the Securities and Exchange Commission
(the "Commission");
2.The Registrant's Quarterly Report on Form 10-QSB for the period
ended March 31, 2001, as filed with the Securities and Exchange Commission;
3.The Registrant's Quarterly Report on Form 10-QSB for the period
ended June 30, 2001, as filed with the Securities and Exchange Commission;
4.The Registrant's Quarterly Report on Form 10-QSB for the period
ended September 30, 2001, as filed with the Securities and Exchange
Commission;
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under the Delaware General Corporation
Law to indemnify its directors and officers to the extent provided for in
such law.
The Registrant's Certificate of Incorporation and By-Laws provide that
the Registrant may insure, shall indemnify and shall advance expenses on
behalf of its directors to the fullest extent not prohibited by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit 99.1 Opinion of Kogan and Associates, Attorneys at Law;
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1.To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (a) to include
any prospectus required by Section 10(a)(3) of the Securities Act; (b) 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. 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% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and (c) 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 paragraphs 1(a) and 1(b)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in 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.
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. 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's 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 of any
action, suit, or proceeding) is asserted by the 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 or 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, on July 8, 2002.
European American Resources, Inc.
By:/s/Evangelos Kechayans
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President, CEO, Director