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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/23/07 Tierra Grande Resources Inc. S-8 11/23/07 5:182K Bacchus Filings Inc. |
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to HTML 65K
Employees Pursuant to an Employee
Benefit Plan
2: EX-5.1 Legal Opinion HTML 12K
3: EX-10.1 2007 Non-Qualified Stock Plan HTML 41K
4: EX-10.2 2007 Non-Qualified Stock Option Plan HTML 55K
5: EX-23.1 Consent of Auditor HTML 6K
| Buckingham Exploration Inc. Form S-8 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BUCKINGHAM EXPLORATION INC.
(Exact name of Registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) |
98-054-3851 |
| 1978 Vine Street, Suite 502 Vancouver, British Columbia, Canada (Address of principal executive offices) |
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| CALCULATION OF REGISTRATION FEE | ||||||||
| TITLE OF SECURITIES | AMOUNT OF | PROPOSED | PROPOSED | AMOUNT OF | ||||
| TO BE REGISTERED | SHARES TO | MAXIMUM | MAXIMUM | REGISTRATION | ||||
| BE | OFFERING | AGGREGATE | FEE | |||||
| REGISTERED | PRICE PER | OFFERING | ||||||
| SHARE | PRICE (1) | |||||||
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| ||||
| common stock $.0001 | 4,000,000 | $1.05(1) | $4,200,000 | $128.94 | ||||
| par value | ||||||||
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| TOTALS | 4,000,000 | $4,200,000 | $128.94 | |||||
(1) This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457(c) under the Securities Act of 1933, as amended, and is calculated on the basis of the average of the bid and asked price per share of Common Stock of Buckingham Exploration Inc. listed on the OTC Bulletin Board as of November 19, 2007, a date within five business days prior to the filing of this registration statement.
2
| 3 |
| PART 1 |
INFORMATION REQUIRED IN THE SECTION 10(a)
The registrant shall deliver or cause to be delivered to each participant in the Plans, all material information regarding the Plans and its operations that will enable participants to make an informed decision regarding investment in the plan.
The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1).
| PART II |
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the SEC by Buckingham Exploration Inc. ("Buckingham", the "Company", "we"), are incorporated herein by reference:
| (1) | Buckingham's latest Annual Report on Form 10-KSB for the fiscal year ended May 31, 2007, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and |
| (2) | All reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-KSB referred to in subparagraph (1) above; and |
| (3) | All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to filing of a post- effective amendment which indicate that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be a part hereof from the date of 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 the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be 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. |
| Item 4. Description of Securities Capital Stock |
Buckingham is registering up to 2,000,000 shares of its $.0001 par value common stock. Our authorized capital stock consists of 80,000,000 common shares, $0.0001 par value. Holders of the common stock have no preemptive rights to purchase additional shares of common stock or other subscription rights. The common stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of common stock are entitled to share equally in dividends from sources legally available, therefore, when, as and if declared by the Board, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to stockholders. The Board is authorized to issue additional shares of common stock not to exceed the amount authorized by our Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action. Each holder of common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to the Board. Holders of our common stock are entitled to dividends if declared by the Board out of funds legally available therefore. We do not anticipate the declaration or payment of any dividends in the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be subject to the discretion of the Board and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors. Therefore, there can be no assurance that any dividends of any kind will ever be paid.
4
Options
Buckingham is registering up to 2,000,000 options to purchase shares of its $.0001 par value common stock. The price at which each share covered by an option may be purchased will be determined by Buckingham’s Stock Option Committee and set forth in the stock option agreement. Where the price shall be omitted the price shall be the officially quoted closing price of the stock on such exchange as lists Buckingham’s stock on a particular date selected by the Buckingham’s Stock Option Committee in establishing the purchase price of shares of the option. Each stock option agreement will state the period of time within which the option may be exercised by the option holder (the “Option Period”). Unless otherwise stated in the option agreement the Option Period shall expire not more than five years from the date an option is granted.
Unless restricted by the option agreement, the exercise price shall be paid by any of the following methods or any combination of the following methods:
| (i) in cash; |
| (ii) by cashier’s check, certified cheque, or other acceptable banker’s note payable to the order of the Company; |
(iii) by delivery to the Company of a properly executed notice of exercise together with irrevocable instructions (referred to in the industry as ‘delivery against payment’) to a broker to deliver to the Company promptly the amount of the proceeds of the sale of all or a portion of the stock or of a loan from the broker to the option holder necessary to pay the exercise price; or
(iv) such other method as the option holder and the stock option committee may determine as adequate including delivery of acceptable securities (including securities of the Company), set-off for wages or invoices due, property, or other adequate value.
5
|
No options or shares have been issued under the Plans. |
| Number Of Options | Weighted Average Exercise Price | Expiry Date | ||
| 2,000,000 | $ 0.10 | May 7, 2010 | ||
| 1,000,000 | $ 0.60 | August 27, 2009 |
The following is a summary of warrants outstanding and exercisable at November 19, 2007:
| Number of Warrants | Weighted Average Exercise Price | Expiry Date | ||
| 4,300,000 | $ 0.325 | May 15, 2009 | ||
| 3,500,000 | $ 1.00 | August 10, 2009 | ||
| 650,000 | $ 1.00 | September 15, 2009(1) | ||
| 500,000 | $ 1.00 | September 30, 2009(1) | ||
| 200,000 | $ 1.00 | October 22, 2009(1) | ||
| 200,000 | $ 1.00 | November 2, 2009(1) |
| (1) or within 5 business days after the Company’s common stock trades once per day on the NASDAQ operated OTC Bulletin Board at a price equal to or above $1.25 per share for seven consecutive trading days, whichever is earlier. | ||
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares registered under this Form S-8 registration statement has been passed upon for Buckingham by Bacchus Corporate and Securities Law. Penny Green of Bacchus Corporate and Securities Law owns 200,000 common shares of Buckingham. Bacchus Corporate and Securities Law will be eligible to receive stock awards under the Stock Plans.
Item 6. Indemnification of Directors and Officers
The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of Buckingham is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, is as follows:
The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making Buckingham responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them conduct in such capacity, provided they did not engage in fraud or criminal activity.
6
We have no directors and officers’ liability insurance at this time. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent where indemnification would be required or permitted.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration statement pursuant to Item 601 of the Regulation S-K and are specifically incorporated herein by this reference:
| Item 9. Undertakings 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: |
| (i) | include any prospectus required by Section 10(a)(3) of the Securities Act; | |
| (ii) | 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, represents a fundamental change in the information set forth in the registration statement; | |
| (iii) | 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 (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraph is incorporated by reference from periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability pursuant to the Securities Act, each such post-effective amendment shall be deemed to be a new registration based on their statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof. |
| 7 |
| (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. |
| (4) | To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information require to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. |
| (5) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, 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 registrant of expenses incurred or paid by a director, officer or controlling person of 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 is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant's annual report pursuant to Section 13(a) of the Securities 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.
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies 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 Vancouver, Province of British Columbia, on November 23, 2007.
| BUCKINGHAM EXPLORATION INC. (Registrant) |
| By: /s/ Robin Relph Robin Relph, Director, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting 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.
| SIGNATURES | TITLE | DATE | ||
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| Director, President, Chief | November 23, 2007 | |||
| /s/ Robin Relph | Executive Officer, Chief | |||
| Robin Relph | Financial Officer, Principal | |||
| Accounting Officer | ||||
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/7/10 | ||||
| 11/2/09 | ||||
| 10/22/09 | ||||
| 9/30/09 | ||||
| 9/15/09 | 10-K | |||
| 8/10/09 | ||||
| 5/15/09 | ||||
| Filed on / Effective on: | 11/23/07 | |||
| 11/19/07 | ||||
| 5/31/07 | 10KSB, NT 10-K | |||
| 10/13/06 | SB-2 | |||
| List all Filings | ||||