UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LINCOLN GOLD CORPORATION
(Exact Name of Registrant as Specified in Its Chapter)
| NEVADA | 88-0419475 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
LINCOLN GOLD CORPORATION
#306 – 1140 Homer Street
Vancouver, B.C. V6B 2X6
Telephone: (604) 689-1659
(Address and Telephone Number of Principal Executive Offices)
2004 STOCK OPTION PLAN
(Full Title of the Plan)
LINCOLN GOLD CORPORATION, Attention: PAUL SAXTON, President
#306 – 1140 Homer Street
Vancouver, B.C. V6B 2X6
Telephone: (604) 689-1659
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered (1) |
Amount to be Registered (2) |
Proposed Maximum Offering Price Per Share (3) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Fee |
| Common Stock $0.001 par value | 2,500,000 Shares | $0.6059 Per Share | 1,514,700 | $191.92 |
| (1) | This registration statement covers the common stock
issuable upon the exercise of options issued under our 2004 Stock Option
Plan to directors, officers, employees and consultants of the registrant.
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| (2) | This registration statement shall also cover an
indeterminable number of additional shares of common stock which may become
issuable under the Stock Option Plan by reason of any stock dividend,
stock split, re-capitalization 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. |
| (3) | The Proposed Maximum Offering Price Per Share is
calculated in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, based upon: (i) the exercise price of $0.60 per share of outstanding
options to purchase 2,010,000 shares that have been issued under our 2004
Stock Option Plan; (ii) the market price of our common stock of $0.63
per share as of September 2, 2004 with respect of the remaining options
to purchase 490,000 shares that may be granted pursuant to our 2004 Stock
Option Plan. The Proposed Aggregate Maximum Aggregate Offering Price is
based on the Proposed Maximum Offering Price Per Share times the total
number of shares of Common Stock to be registered. These amounts are calculated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(h)(1) under Securities Act of 1933, as amended. |
Copies to:
Michael H. Taylor, Esq.
Lang Michener LLP
1055 West Georgia Street, Suite 1500
Vancouver, British Columbia V6C 4N7
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * | Information required by Part I to be contained in
Section 10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, and Note to
Part I of Form S-8. |
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Lincoln Gold Corporation (the "Company"), with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
| (1) | The Company's Annual Report filed on Form 10-KSB
for the year ended December 31, 2003 with the Securities and Exchange
Commission on March 1, 2004; |
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| (2) | The Company's Quarterly Report on Form 10-QSB for
the three months ended March 31, 2004 filed with the Securities and Exchange
Commission on May 24, 2004; |
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| (3) | The Company's Quarterly Report on Form 10-QSB for
the six months ended June 30, 2004 filed with the Securities and Exchange
Commission on August 6, 2004; |
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| (4) | The Company's Current Reports on Form 8-K dated
March 16, 2004 and April 12, 2004, as amended on May 7, 2004; |
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| (5) | All other reports filed by the Company pursuant
to Sections 13(a) or 15(d) of the Exchange Act subsequent to the filing
of the Company's Annual Report with the Securities and Exchange Commission
on March 1, 2004; |
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| (6) | The description of the Company's Common Stock which
is contained in the Company's Form 10- SB Registration Statement, filed
with the Securities and Exchange Commission pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") originally
on April 20, 1999 and as amended through November 4, 1999. |
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All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers 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 reports and documents.
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document 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.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the Exchange Act of 1934.
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Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as provided by the Nevada Revised Statutes (the "NRS") and the Bylaws of the Company.
Unless specifically limited by a corporation's articles of incorporation, the NRS automatically provides directors with immunity from monetary liabilities. The Company's Articles of Incorporation do not contain any such limiting language. Excepted from that immunity are:
| (a) | a willful failure to deal fairly with the corporation
or its shareholders in connection with a matter in which the director
has a material conflict of interest; |
| (b) | a violation of criminal law unless the director
had reasonable cause to believe that his or her conduct was lawful or
no reasonable cause to believe that his or her conduct was unlawful; |
| (c) | a transaction from which the director derived an
improper personal profit; and |
| (d) | willful misconduct. |
The Articles of Incorporation provide that the Company will indemnify its officers, directors, legal representative, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Articles is a contract right which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken on behalf of the Company.
The By-laws of the Company provide that the Company will indemnify its directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Nevada law or (iv) such indemnification is required to be made pursuant to the By-laws.
The By-laws of the Company provide that the Company will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or executive officer of another Company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the By-laws of the Company or otherwise.
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The By-laws of the Company provide that no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
The Company hereby undertakes:
| (A) | (1) | To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration:
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| (i) | To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933; |
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| (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; and |
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| (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; |
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| Provided however, that that paragraphs
(1) (i) and (ii) do 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 Company pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference herein. |
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| (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. |
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| (3) | To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering. |
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| (B) | The Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Company's annual report pursuant to Section 13(a) or 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 the time shall be deemed to be the initial bona fide offering thereof.
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| (C) | Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing provisions,
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 Act 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 the director,
officer or controlling person of the Company 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 Company will, unless in the opinion of the counsel the matter has
been settled by controlling precedent, submit to the 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. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Lincoln Gold Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a 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 Vancouver, B.C. on September 9, 2004.
| LINCOLN GOLD CORPORATION | ||
| By: | /s/ Paul Saxton | |
| PAUL SAXTON, President | ||
| (Chief Executive Officer) | ||
Each person whose signature appears below constitutes and appoints PAUL SAXTON, as his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement (including post-effective amendments or any abbreviated registration statements and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought) 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Paul Saxton | President & Director | September 9, 2004 | ||
| |
(Chief Executive Officer) | |||
| PAUL SAXTON | ||||
| /s/ Andrew Milligan | Director | September 9, 2004 | ||
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| ANDREW MILLIGAN | ||||
| /s/ JamesCurrie | Director | September 9, 2004 | ||
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| JAMES CURRIE | ||||
| /s/ James Chapman | Director | September 9, 2004 | ||
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| JAMES CHAPMAN | ||||
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