Lustros Inc. – ‘S-8 POS’ on 6/28/02

On:  Friday, 6/28/02, at 2:26pm ET   ·   Effective:  6/28/02   ·   Accession #:  1111865-2-229   ·   File #:  333-81630

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post Effective Amendment No. 1 to Form S-8             4     27K 
                          Registration Statement                                 
 2: EX-5        Opinion re: Legality -- exhibit5-01                    2±     9K 
 3: EX-10       Material Contract -- exhibit10-9                       2     10K 
 4: EX-23       Consent of Experts or Counsel -- exhibit23-02          1      6K 

S-8 POS   —   Post Effective Amendment No. 1 to Form S-8 Registration Statement
Document Table of Contents

S-8 POS
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

Post Effective Amendment No. 1 to   
FORM S-8  
REGISTRATION STATEMENT  
UNDER   
THE SECURITIES ACT OF 1933  

Safari Associates, Inc.   
(Exact Name of Registrant as Specified in Its Charter)  

Utah    
(State or Other Jurisdiction of Incorporation or Organization)  

87-9369569    
(I.R.S. Employer Identification No.)

64 Edson Street, Amsterdam, New York 12010  
(Address of Principal Executive Offices)    (Zip Code)  

Safari Associates, Inc.   
 Professionals and Consultants Stock Plan ("P&C Stock Plan")
(Formerly Neuhaus Stock Option Plan)      
(Full Title of the Plan)      

Morton Berger President and Chief Executive Officer   
64 Edson Street, Amsterdam, New York 12010    
(Name and Address of Agent for Service)  (518) 842-6500   
(Telephone Number, Including Area Code, of Agent for Service)   

                                                        [Enlarge/Download Table]

=====================================================================================
                           Calculation of Registration Fee(3)                        
=====================================================================================
Proposed Maximum amount of Securities to be registered: 4,000,000                    

Amount of    Title of Securities   Amount To Be    Offering             Fee          
Aggregate    To Be Registered      Registered(1)   Price Per Share(2)   Registration 
                                                                                     
                  Common                                                             
$1,280,000    Par Value, $.001       4,000,000           $.32            $0(3)       

=====================================================================================
<FN>                                                                                 
1        In addition, pursuant to Rule 416(c) under the Securities Act of 1933,      
         this registration statement also covers an indeterminate amount of          
         interests to be offered or sold pursuant to the employee and benefit        
         plans described herein.                                                     

2        Estimated solely for the purpose of calculating the registration fee        
         pursuant to Rule 457(c) based on the twenty day average of the high         
         and low prices reported on the OTC-BB, which was $.32 per share.            

3        This fee was paid in full upon the Company's initial registration in        
         February of 2002.  This amended filing does not contain any additional      
         options or shares; rather, the recipient/marketing consultant has been      
         terminated, and there are new eligible professionals and consultants.       
</FN>                                                                                

                                                                         1

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PART I    

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.                                                     

The Registrant (sometimes referred to hereinafter as the "Company" ) and Mark   
Neuhaus entered into an agreement, effective January 22, 2002, which was the    
basis of the Company's registration of shares on or about that date.  On or     
about April 5, 2002, the Mark Neuhaus agreement was terminated by both          
parties.  On June 26, 2002, the Board unanimously approved a modification of    
the filed Plan to become the Safari Associates, Inc. Professionals' and         
Consultants' Compensation Plan (the P&C Stock Plan) for the remaining Two       
Million Six Hundred Sixty Eight Thousand (2,668,000)  shares of the Company's   
Common Stock that were registered in January of 2002.                           

The issuance of shares is being made pursuant to the Professionals' and         
Consultants' Stock Plan (the "P&C Stock Plan") adopted by the Board of          
Directors on June 26, 2002. The 2,668,000 shares will cover the costs of        
previously rendered services as well as ongoing services to the Company.  A     
copy of the P&C Stock Plan has been distributed to all eligible consultants.    
Each consultant has agreed to accept shares under the Plan in lieu of a cash    
payment for its services. The shares issued hereunder will not be subject to    
any resale restrictions. The Plan is not qualified under ERISA, nor is this     
Plan qualified under Section 401(a) of the Internal Revenue Code.               

There are no ongoing reporting obligations of Professionals or Consultants,     
nor are there any ongoing contributions from the Registrant. The purpose of     
this Registration of securities on Form S-8 is to compensate individuals        
and/or entities that have performed and continue to perform services to the     
Registrant. The Board has authorized this registration statement and has        
written the Plan to satisfy present and future compensation obligations to      
professionals and consultants. This registration is limited to 2,688,000        
shares. The Consultants that are eligible for shares under the Plan have        
performed, or will perform in the future, services or activities for which      
shares may be issued under a Form S-8. Consultants may contact Morton Berger,   
the Plan Administrator and CEO of the Registrant, with any questions at (516)   
842-6500                                                                        

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL.                        

In addition to receiving a copy of the Plan, each eligible Consultant shall     
have access, upon oral or written request, to any documentation regarding the   
Plan that may not be included in this Registration Statement.                   

PART II       

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.                                

The following documents, which are on file with the Securities and Exchange     
Commission, are incorporated herein by reference:                               

(a) The Company's most recent annual report, filed on Form 10-KSB for the       
fiscal year 2001, pursuant to Section 13(a) or 15(d) of the Securities          
Exchange Act of 1934, as amended (the Exchange Act), which report contains      
audited financial statements for the Company's latest fiscal year for which     
such statements have been filed. The description of the Company's Common Stock  
is contained in that amended annual report incorporated by reference herein.    

(b) The Company's recent quarterly reports, filed on Form 10-QSB.               

ITEM 4. DESCRIPTION OF SECURITIES.                                              

Not Applicable.                                                                 

                                                                         2

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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.                                  

Not Applicable.                                                                 

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.                              

Utah corporations are authorized to indemnify against liability any person who  
is a party to any legal proceeding because such person is a director or         
officer of the corporation. The officer or director must act in good faith and  
in a manner reasonably believed to be in the best interests of the corporation  
and, with respect to any criminal action or proceeding, have no reasonable      
cause to believe the conduct was unlawful. Utah law does not allow              
indemnification for an act or omission that involves intentional misconduct or  
a knowing violation of a law. In the case of an action by or on behalf of a     
corporation, indemnification may not be made if the person seeking              
indemnification is found liable, unless the court in which such action was      
brought determines such person is fairly and reasonably entitled to             
indemnification. Indemnification is required if a director or officer has been  
successful on the merits.                                                       

The indemnification authorized under Utah law is not exclusive and is in        
addition to any other rights granted to officers and directors. A corporation   
may purchase and maintain insurance or furnish similar protection on behalf of  
any officer or director.                                                        

Our articles of incorporation provide for the indemnification of directors and  
executive officers to the maximum extent permitted by Utah law. Insofar as      
indemnification for liabilities arising under the Securities Act may be         
permitted to our directors, officers or controlling persons pursuant to the     
foregoing provisions or otherwise, we have 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.       

There is no pending litigation or proceeding involving any of our directors,    
officers, employees or agents where indemnification would be required or        
permitted. We are not aware of any threatened litigation or proceeding that     
would result in a claim for such indemnification.                               

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.                                    

Not Applicable.                                                                 

ITEM 8. EXHIBITS.                                                               

Exhibits.                                                                       

Copies of the following documents are included as exhibits to this              
registration statement pursuant to Item 601 of regulation S-B.                  

SEC                                                                   
Exhibit                                                               
No.        Description                                                
--------------------------------------------------------------------  
3.01   Articles of Incorporation.*                                    

3.02   Bylaws.*                                                       

5.01   Letter opinion, including consent of Law Office of Andrea      
    Cataneo Ltd. regarding legality of Common Stock to be issued
pursuant to the PROFESSIONALS' AND CONSULTANTS' Plan.   

10.8   PROFESSIONALS' AND CONSULTANTS' Plan                           

23.01  Consent of Law Office of Andrea Cataneo Ltd. (included in      
Opinion in Exhibit 5.1).                                

                                                                         3

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23.02  Consent of, Sanford Feibusch, CPA, P.C., Monsey, New York      
independent certified public accountants.               

* Filed previously with the Company's 10-SB registration.                       

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 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, 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) 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 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 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 it meets all 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 Amsterdam, State of New York, on this 23rd day of    
January 2002.                                                                   

 SAFARI ASSOCIATES, INC.

By:    /s/ Morton Berger        
     -----------------------------
    Morton Berger, President and
Chief Executive Officer 

                                                                         4

>PAGE>                                                                          

POWER OF ATTORNEY   

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below  
constitutes and appoints Morton Berger , his true and lawful attorney-in-fact   
and agent, with full power of substitution and revocation, for him and in his   
name, place and stead, in any and all capacities, to sign any and all           
amendments (including post-effective amendments) to this Registration           
Statement on Form S-8, and to file the same, with all exhibits thereto, and     
other documents in connection therewith, with the Securities and Exchange       
Commission, granting unto said attorneys-in-fact and agents, and each of them,  
full power and authority to do and perform each and every act and thing         
requisite and necessary to be done in connection therewith, as fully to all     
intents and purposes as he might or could do in person, hereby ratifying and    
confirming all that said attorneys-in-fact and agents, or either of them, may   
lawfully do or cause to be done.                                                

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been signed by the following persons as of the date indicated     
below.                                                                          

SIGNATURE                                         DATE                

/s/ Morton Berger                           June 26, 2002         
------------------------                                              
Morton Berger                                                         
President, Chief Executive Officer                                    

/s/ Lillian Berger                          June 26, 2002         
------------------------                                              
Lillian Berger                                                        
Member of the Board                                                   

                                                                         5

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/28/02							None on these Dates
		6/26/02		2		4
		4/5/02		2
		1/22/02		2
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