SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Alternative Technology Resources, Inc.
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 93-1011046
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33 Jewell Court, Portsmouth, New Hampshire 03801
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
2002 Stock Option Plan
Stock Option Agreement
-------------------------
(Full title of the plans)
Jeffrey S. McCormick, Chief Executive Officer
Alternative Technology Resources, Inc.
33 Jewell Court
Portsmouth, NH 03801
--------------------
(Name and address of agent for service)
(603) 501-3200
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock 3,000,000 $0.50(1) $1,500,000 $138.80
underlying 2002 Stock
Option Plan reserved
for future issuance
------------------------------------------------------------------------------------------------------------------------
Common Stock 4,000,000 $1.25(2) $5,000,000 $460.00
underlying Stock
Option Agreement
------------------------------------------------------------------------------------------------------------------------
Total $6,500,000 $598.00
========================================================================================================================
(1) Calculated in accordance with Rule 457(c) of the Securities Act of 1933, as
amended ("Securities Act"). Estimated for the sole purpose of calculating
the registration fee and based upon the average of the high and low price
per share of the common stock of the Registrant on February 10, 2003, as
reported on the over the counter Bulletin Board.
(2) Calculated in accordance with Rule 457(h) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission rules and regulations allow us to
"incorporate by reference" the information that we file with the Securities and
Exchange Commission. This means that we can disclose additional important
information to you by referring to those documents. The information incorporated
by reference is an important part of this Prospectus, and information that we
file in the future with the Securities and Exchange Commission will
automatically update and supersede this information. We have filed the following
documents with the Securities and Exchange Commission and the information
contained in those documents is incorporated by reference into this registration
statement:
(1) Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
2002;
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 2002;
(3) Registrant's Proxy Statement for the Annual Meeting held on November 19,
2002; and
(4) The Description of Securities in Item 1 of the Registration Statement on
Form 8A for registration of the Registrant's common stock pursuant to
Section 12(g) of the Exchange Act.
Please note that all other documents and reports filed under Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as
amended, following the date of this Prospectus and prior to the termination of
this offering will be deemed to be incorporated by reference into this
Prospectus and will be made a part of it from the date of filing with the
Securities and Exchange Commission.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the registration
statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this registration statement except as so modified or replaced.
Item 4. Description of Securities.
The Registrant's common stock to be offered under this registration
statement is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers
The Company is incorporated in Delaware. Under Section 145 of the General
Corporation Law of the State of Delaware, a Delaware corporation has the power
to indemnify its directors, officers, employees and agents from expenses
(including attorney's fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with a threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, in which such person is involved by reason of the fact such
person were or are directors, officers, employees or agents of the Company,
provided that such person acted in good faith and in a manner that such person
reasonably believed to be in the best interests of the corporation and, in the
case of a criminal proceeding, such person had no reasonable cause to believe
his or her conduct was unlawful. Such person may not be indemnified if the
person has been adjudged liable to the corporation in the performance of such
person's duties to the corporation, unless the Court of Chancery or the court in
which such action or suit was brought determines that, in view of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity. To the extent that such person has been successful on the merits or
otherwise in defense of any proceeding, the General Corporate Law of the State
of Delaware provides that such person shall be indemnified against expenses
(including attorney's fee) reasonably and actually incurred. The Certificate of
Incorporation and the By-laws of the Company provide for indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or stock
redemption, or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation contains
such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
5.1 Opinion of Bartel Eng & Schroder dated February 11, 2003.
10.1 2002 Stock Option Plan(1)
10.2 Stock Option Agreement with Jeffrey S. McCormick
23.1 Consent of Bartel Eng & Schroder (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP, Independent Auditors
(1) Incorporated by reference from the Registrant's Proxy Statement for the
meeting held on November 19, 2002 (File No. 000-20468).
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) 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;
(iii) 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 (a)(1) (i) and (a)(1) (ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
* * * *
(h) 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 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 of 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.
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 Sacramento, State of California.
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
a Delaware corporation
Dated: February 4, 2003 By: /S/ JEFFREY S. MCCORMICK
----------------------------------
Jeffrey S. McCormick,
Chief Executive Officer
(Principal 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 date indicated.
Dated: February 4, 2003 By: /S/ JEFFREY S. MCCORMICK
----------------------------------
Jeffrey S. McCormick,
Chief Executive Officer and
Director (Principal Executive
Officer)
Dated: February 4, 2003 By: /S/ JAMES W. CAMERON, JR.
----------------------------------
James W. Cameron, Jr.,
Chairman of the Board and Chief
Financial Officer (Principal
Accounting and Financial Officer)
Dated: February 4, 2003 By: /S/ EDWARD L. LAMMERDING
----------------------------------
Edward L. Lammerding,
Director