UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NATIONAL ASSET RECOVERY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 04-3526451
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
9000 Burma Road, Suite 103
Palm Beach Gardens, FL
(Address of Principal 33403
Executive Offices) (Zip Code)
National Asset Recovery Corp.
2011 Incentive Compensation Plan
_____________________________________________________________________________
(Full title of the plan
William G. Forhan
9000 Burma Road, Suite 103
Palm Beach Gardens, FL
(Name and address of agent for service)
(561) 932-1422
With a copy to:
The Sourlis Law Firm
Virginia K. Sourlis, Esq.
214 Broad Street
Red Bank, Nevada 07701
www.SourlisLaw.com
Telephone: (732) 530-9007
Facsimile: (732) 530-9008
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," "non-
accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
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CALCULATION OF REGISTRATION FEE
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<s> <c> <c> <c> <c>
Title of each class of Amount to be Proposed maximum offering Proposed maximum aggregate Amount of registration
securities to be registered registered(2) price per share(1) offering price(1) fee
Common Stock 8,200,000 $0.06 $492,000 $36.00
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(1) Estimated in accordance with Rule 457(c) and (h) of the Securities Act
solely for the purposes of calculating the registration fee based on the
closing sales price ($0.06) of our Common Stock on December 2, 2010, a date
within five (5) days prior to the date of filing of this registration
statement, as reported by the OTC Electronic Bulletin Board.
(2) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares of
Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission, or the Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Registration Statement, and later information
filed with the Commission will update and supersede this information. The
following documents filed by us with the Commission are incorporated herein by
reference:
1. The Registrant's Current Report on Form 8-K (File No. 333-150135) for
the reportable event dated August 27, 2010, filed on August 30, 2010 and as
amended on September 1, 2010, including all material incorporated by reference
therein;
2. The Registrant's Preliminary Information Statement on Schedule 14C (File
No. 333-150135) filed on September 1, 2010, including all material
incorporated by reference therein;
3. The Registrant's Definitive Information Statement on Schedule 14C (File
No. 333-150135) filed on September 13, 2010, including all material
incorporated by reference therein;
4. The Registrant's Current Report on Form 8-K (File No. 333-150135) for
the reportable event dated October 6, 2010, filed on October 13, 2010,
including all material incorporated by reference therein;
5. The Registrant's Current Report on Form 8-K (File No. 333-150135) for
the reportable event dated October 19, 2010, filed on October 25, 2010,
including all material incorporated by reference therein;
6. The Registrant's Quarterly Report on Form 10-Q (File No. 333-150135) for
the quarter ended September 30, 2010, filed November 2, 2010, including all
material incorporated by reference therein;
7. The Registrant's Current Report on Form 8-K (File No. 333-150135) for
the reportable event dated November 4, 2010, filed on November 8, 2010,
including all material incorporated by reference therein;
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and 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 to be
incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of 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
Registration Statement to the extent that a statement contained in this
Registration Statement, or in any other subsequently filed document which also
is or is deemed to be incorporated by reference in this Registration
Statement, 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.
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Item 4. Description of Securities.
The Company's authorized capitalization consists of 200,000,000 shares of
Common Stock, par value $0.001. The capital stock of this corporation is
nonassessable and not subject to assessment to pay the debts of the Company.
Common Stock may be issued by the Board with or without the consent of
stockholders. Each share of Common Stock entitles its holder to one vote on
each matter submitted to the stockholders.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Articles of Incorporation and By-Laws of the Company, the
Company may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. In
certain cases, we may advance expenses incurred in defending any such
proceeding. To the extent that the officer or director is successful on the
merits in any such proceeding as to which such person is to be indemnified,
the Company must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made
only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted
by the laws of the State of Nevada.
Nevada Law
Nevada law also provides for discretionary indemnification for each person who
serves as or at the Company's request as an officer or director. The Company
may indemnify such individual against all costs, expenses, and liabilities
incurred in a threatened, pending or completed action, suit, or proceeding
brought because such individual is a director or officer. Such individual must
have conducted himself in good faith and reasonably believed that his conduct
was in, or not opposed to, our best interests. In a criminal action, he must
not have had a reasonable cause to believe his conduct was unlawful (Nevada
Revised Statutes 78.7502).
Pursuant to the provisions of Nevada Revised Statutes 78.751, the Company
shall indemnify any director, officer and employee as follows: Every director,
officer, or employee shall be indemnified by the Company against all expenses
and liabilities, including counsel fees, reasonably incurred by or imposed
upon him/her in connection with any proceeding to which he/she may be made a
party, or in which he/she may become involved, by reason of being or having
been a director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee or
agent of the Company, partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director, officer, employee or
agent at the time such expenses are incurred, except in such cases wherein the
director, officer, employee or agent is adjudged guilty of willful misfeasance
or malfeasance in the performance of his/her duties; provided that in the
event of a settlement the indemnification herein shall apply only when the
board of directors approves such settlement and reimbursement as being for the
best interests of the Company. The Company shall provide to any person who is
or was a director, officer, employee or agent of the Company or is or was
serving at the Company's request as a director, officer, employee or agent of
the Company, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.
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Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to the Company's directors, officers and
controlling persons pursuant to the provisions above, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, 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 one of the
Company's directors, officers, or controlling persons in the successful
defense of any action, suit or proceeding, is asserted by one of the Company's
directors, officers, 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 is against
public policy as expressed in the Securities Act of 1933, as amended, and it
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
No response is required under this item.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion and Consent of The Sourlis Law Firm
10.1 2011 Incentive Compensation Plan
23.1 Consent of Malcolm L. Pollard, CPA
24 Power of Attorney (included on signature page). 2010 Incentive
Compensation Plan
Item 9. Undertakings.
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offerings 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;
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(2) That, for purposes 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
(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.
(B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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 of 1933, as amended, may be permitted to directors, officers or control
persons pursuant to the foregoing provisions, we have been informed that, in
the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by 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,
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 of 1933, as amended, 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 the 8th day of December, 2010.
NATIONAL ASSET RECOVERY CORP.
By: /s/ WILLIAM G. FORHAN
William G. Forhan
Chief Executive Officer
Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer and
Controller)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of National Asset Recovery Corp.,
a Nevada corporation, do hereby constitute and appoint William G. Forhan, the
lawful attorney-in-fact and agent with full power and authority to do any and
all acts and things and to execute any and all instruments which said
attorneys and agents, and either one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms all that said attorneys
and agents, or either one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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.
Signature Title Date
/s/ WILLIAM G. FORHAN Chief Executive Officer, December 8, 2010
William G. Forhan Chief Financial Officer
(Principal Executive Officer
and Chief Financial Officer,
Accounting Officer and Controller)
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