Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration of Securities to be Offered to HTML 44K Employees Pursuant to an Employee Benefit Plan
2: EX-5 Opinion re: Legality HTML 8K
3: EX-10.1 Material Contract HTML 12K
4: EX-23.2 Consent of Experts or Counsel HTML 8K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
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 the “large accelerated filer,”“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
Accelerated Filer o
Accelerated
Filer o
Non-Accelerated
Filer o
Smaller
reporting company x
(Do
not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Title
of Securities
To
Be Registered
Amount
To Be
Registered
Proposed
Maximum
Offering
Price
Per Share (1)
Proposed
Maximum
Aggregate
Offering
Price
Amount
of
Registration
Fee
Common
Stock, par value $.00001 per share
25,000
$0.17
$4,250
$0.24
(1) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457(c) on the basis of the average of the high and low prices of the common
stock of the Registrant as traded in the over-the counter market and reported on
the OTC Electronic Bulletin Board of the National Association of Securities
Dealers on January 5, 2010.
1
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
Plan
Information
Pursuant
to the Note to Part I of the Form S-8, the information required by Part I is not
filed with the Securities and Exchange Commission.
Item
2.
Information
and Employee Plan Annual
Information
Registrant
will provide without charge to each person to whom a copy of a Section 10(a)
Prospectus hereunder is delivered, upon the oral or written request of such
person, a copy of any document incorporated in this Registration Statement by
reference. Requests for such information should be directed to Viper Resources,
Inc., Uptown Center, 2100 West Loop South, Suite 900, Houston, TX77027, (832)
476-8941.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
a) Registrant’s
Annual Report on Form 10-K for the fiscal year ended May 31, 2009 filed pursuant
to Section 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
b) All
other reports filed by Registrant pursuant to Section 13(c) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Form 10-K referred
to in (a) above.
c) The
description of the common stock, $.00001 par value per share (the “Common
Stock”) of the Registrant is contained in the Registrant’s Registration
Statements on Form SB-2, as amended (File No. 333-136017) filed with the
Securities and Exchange Commission (the “SEC”) on July 25, 2006.
All
documents filed by the Registrant pursuant to Section 13 (a), 13 (c), 14 and 15
(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from the date of filing of such documents. Any statement contained in
this registration statement, in a supplement to this registration statement or
in a document 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 herein or in any subsequently filed supplement to this
registration statement or in any document that is subsequently incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
2
Item
4.
Description
of Securities
Not
applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item
5.
Interest
of Named Experts and Counsel
The
validity of the shares of common stock registered in this registration statement
has been passed upon for the Registrant by Gottbetter & Partners, LLP,
(“G&P”) whose opinion is attached hereto as Exhibit 5.
Item
6.
Indemnification
of Directors and Officers.
Nevada
Revised Statutes NRS 78.75021 (the “Corporation Act”) authorizes us to indemnify
our officers, directors, employees, and agents, subject to the conditions set
forth therein. Our Bylaws provide that we shall indemnify our
officers, directors, trustees, employees and agents against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such persons in civil, criminal, administrative or
investigative (other than an action by us or in our right) proceedings by reason
of their serving in such positions provided such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe such person’s conduct was unlawful. The
termination of any action, suit or proceedings by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal action proceeding, had reasonable
cause to believe that such person’s conduct was unlawful.
Item
7.
Exemption
from Registration Claimed.
Not
applicable.
Item
8.
Exhibits
Exhibit
No.
Description
5.
Opinion
of Counsel, Gottbetter & Partners, LLP
10.1
Addendum
to Advisory Board Engagement Agreement between Registrant and Warren
Dillard, dated as of December 15, 2009
(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, as amended (the “Securities Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this 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 the 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 a prospectus filed with the SEC
pursuant to Rule 424(b) of the Securities Act 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; and
(iii)
To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, when applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
4
(c)
Insofar as indemnification for liabilities arising under the Securities Act 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 SEC 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 whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
5
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
Houston, State of Texas on the 6th day of
January, 2010.
VIPER
RESOURCES, INC.
By:
/s/ Massimiliano
Pozzoni
Massimiliano
Pozzoni
President
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicates and on the
dates indicated.
