SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTREPID TECHNOLOGY AND RESOURCES, INC.
------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
IDAHO 82-0230842
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
501 West Broadway, Suite 200
Idaho Falls, Idaho 82304
COMPENSATION AND CONSULTING AGREEMENTS
(Full Title of the Plan)
Dr. Dennis D. Keiser
501 West Broadway, Suite 200
Idaho Falls, Idaho 82304
(Name and address for agent for service)
(208) 529-5337
(Telephone number, including area code, of agent for service)
with copies to:
Michael J. McDonagh, Esq.
12585 West Explorer Drive
Boise, Idaho 83713
(208) 323-1003
(208) 323-2439 (fax)
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE (2)
- ------------------------------------------------ -------------- ---------------- -------------------- ---------------------
Common Stock, par value $.005. 2,000,000 $ .052 $ 104,000 $ 211.83
===============================================================================================================================
(1) Represents shares issued pursuant to consulting agreements for continued
services by consultants to the Registrant, including services related to sales
and marketing of the Company's products and services, promotional services with
respect to Registrant's business, all of the foregoing in furtherance of the
Registrant's business.
(2) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the
proposed maximum offering price per share, proposed maximum aggregate offering
price and amount of registration fee were computed based upon the average of the
high and low prices of the shares of Common Stock on March 7, 2006.
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . .
PART II. . . . . . . . . . . . . . . . . . . . . .
Item 3. Incorporation of Documents by Reference. .
Item 4. Description of Securities. . . . . . . . .
Item 5. Interests of Named Experts and Counsel . .
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed . . .
Item 8. Exhibits. . . . . . . . . . . . . . . . .
Item 9. Undertakings. . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . .
Power of Attorney. . . . . . . . . . . . . . . . .
Exhibit 4.1. . . . . . . . . . . . . . . . . . . .
Exhibit 5.1. . . . . . . . . . . . . . . . . . . .
Exhibit 23.2 . . . . . . . . . . . . . . . . . . .
PART I
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-KSB for the fiscal year
ended June 30, 2005.
(b) Additional Definitive Proxy Statement filed with the Commission on
October 28, 2005,
(c) Form 8-K filed with the Commission on December 12, 2005.
In addition to the foregoing, all documents that we subsequently file
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered pursuant to this prospectus have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in this prospectus or in any
subsequently filed document that is also incorporated by reference in this
prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
You may read and copy any reports, statements or other information we have
filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the Public Reference Rooms. Our filings are also available on the Internet at
the SEC's website at http://www.sec.gov.
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 Idaho Business Corporation Act, Idaho Code Sec. 30-1-101 et seq. and
certain provisions of the Company's Bylaws under certain circumstances provide
for indemnification of the Company's Officers, Directors and controlling persons
against liabilities, which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but this description is qualified in its entirety by reference to the Company's
Bylaws and to the statutory provisions.
In general, any Officer, Director, employee or agent may be indemnified
against expenses, fines, settlements or judgments arising in connection with a
legal proceeding to which such person is a party, if that person's actions were
in good faith, were believed to be in the Company's best interest, and were not
unlawful. Unless such person is successful upon the merits in such an action,
indemnification may be awarded only after a determination by independent
decision of the Board of Directors, by legal counsel, or by a vote of the
shareholders, that the person to be indemnified met the applicable standard of
conduct.
The Company's Articles of Incorporation and Bylaws do not contain any
provisions for indemnification described above.
The circumstances under which indemnification is granted in connection with
an action brought on behalf of the Company is generally the same as those set
forth above; however, with respect to such actions, indemnification is granted
only with respect to expenses actually incurred in connection with the defense
or settlement of the action. In such actions, the person to be indemnified must
have acted in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification may also be granted pursuant to the terms of agreements,
which may be entered in the future, or pursuant to a vote of shareholders or
Directors. The statutory provision cited above also grants the power to the
Company to purchase and maintain insurance, which protects its Officers and
Directors against any liabilities, incurred in connection with their service in
such a position, and the Company may obtain such a policy.
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 connected 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.
The Company currently does not maintain directors' and officers' liability
insurance for our directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this registration statement are listed in the Index to
Exhibits which immediately follows the signature pages hereto.
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:
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 (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 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, 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Idaho Falls, State of Idaho on this
6th day of March 2006.
INTREPID TECHNOLOGY &
RESOURCES, INC.
March 6, 2006 By: /s/ Dr. Dennis D. Keiser
-----------------------------
Dr. Dennis D. Keiser
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned officers and directors of Intrepid Technology & Resources,
Inc., hereby constitute and appoint Dennis D. Keiser with power to act one
without the other, our true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the dates indicated below.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
By: /s/Dennis D. Keiser Date: March 6, 2006
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Dennis D. Keiser, Chairman of the
Board, President and Chief
Executive Officer and Director
By: /s/Jacob D. Dustin Date: March 6, 2006
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Jacob D. Dustin, Vice-President
Secretary & Treasurer & Principal Accounting
Officer
By: /s/D. Lynn Smith Date: March 6, 2006
---------------------------------------
D. Lynn Smith, Director
By: /s/ Michael W. Parker Date: March 6, 2006
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Michael W. Parker, Director
By: /s/ William R. Myers Date: March 6, 2006
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William R. Myers, Director
By: /s/ Steven Whitesides Date: March 6, 2006
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Steven Whitesides, Director
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- ----------------- -------------------------------
5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Registered Public Accounting Firm
23.1.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney (contained within signature page)