SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLAS MINING COMPANY
(Exact name of registrant as specified in its charter)
Idaho 82-0096527
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
630 East Mullan Avenue
Osburn, Idaho 83849
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(Address of principal executive offices) (Zip Code)
2002 CONSULTANT STOCK PLAN
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(Full title of the plan)
William Jacobson
630 East Mullan Avenue
Osburn, Idaho 83849
(Name and address of agent for service)
(208) 556-1181
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock 8,000,000 $.08 $640,000 $51.78
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(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the bid and asked price reported
on July 2, 2003, as reported on the OTC Electronic Bulletin Board.
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purposed of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
consultant stock plan is effective.
THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 2002 (FILE NO. 333-98821)
IS HEREBY INCORPORATED BY REFERENCE.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
registration statement:
(a) The Annual Report for the fiscal year ended December 31, 2002 filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10KSB on April 14, 2003, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have been
filed.
(b) The Quarterly Report for the quarter ended March 31, 2003 filed on Form
10QSB on May 13, 2003.
(b) The description of the registrant's common stock, which is included in
the Registrant's Annual Report for fiscal year ended December 31, 2002, filed on
Form 10KSB with the Commission on April 14, 2003.
(c) In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Richardson & Patel LLP, has given an opinion on the validity of the
securities being registered hereunder. Erick Richardson and Nimish Patel,
principals in the law firm, are eligible to receive shares of the Company's
common stock pursuant to this Form S-8 registration statement.
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ITEM 8. EXHIBITS.
5. Opinion regarding legality
23.1 Consent of Chisholm & Associates
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
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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, in the City of Osburn, State of Idaho, on this 7th day of July,
2003.
ATLAS MINING COMPANY
An Idaho Corporation
/s/ William Jacobson
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By: William Jacobson
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: July 7, 2003
/s/ William Jacobson
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William Jacobson, Chairman
Dated: July 7, 2003 /s/ Kurt Hoffman
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Kurt Hoffman, CFO, Director
Dated: July 7, 2003 /s/ Jack Harvey
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Jack Harvey, Director
Dated: July 7, 2003 /s/ Thomas E. Groce
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Thomas E. Groce, Director
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INDEX TO EXHIBITS
Exhibit
Number Description
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5. Opinion regarding legality
23.1 Consent of Chisholm & Associates
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
5