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Smoky Market Foods Inc – ‘S-8’ on 9/13/07

On: Thursday, 9/13/07, at 1:57pm ET · Effective: 9/13/07 · Accession #: 1019687-7-3041 · File #: 333-146034

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/13/07  Smoky Market Foods Inc            S-8         9/13/07    3:19K                                    Publicease Inc/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 Registration Statement                        6     44K 
 2: EX-5        Opinion re: Legality                                   1      6K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K

S-8 — Form S-8 Registration Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Securities Exemption From Registration Claimed Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Interests of Named Experts and Counsel Plan Information.* Registrant Information and Employee Plan Annual Information.* Undertakings
1	1st Page - Filing Submission
2	Item 1. Plan Information.*
"	Item 2. Registrant Information and Employee Plan Annual Information.*
"	Item 3. Incorporation of Documents by Reference
"	Item 4. Description of Securities
"	Item 5. Interests of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
3	Item 7. Exemption From Registration Claimed
"	Item 8. Exhibits
4	Item 9. Undertakings

S-8 1st Page of 6 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on September 13, 2007

=============================================================================== 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
 UNDER THE
SECURITIES ACT OF 1933

SMOKY MARKET FOODS, INC.
(Exact name of registrant as specified in its charter)

  Nevada                                      20-4748589
(State or other jurisdiction of                      (I.R.S. Employer         
incorporation or organization)                    Identification No.)       

804 Estates Drive, Suite 100
 Aptos, California 95003
(866) 851-7787
(Address of Principal Executive Offices,
 including Zip Code)

SMOKY MARKET FOODS, INC. 2006 STOCK INCENTIVE PLAN
(Full title of the plan)

                                                        [Enlarge/Download Table]

                                                                                       
             Edward Feintech                                      Copy to:             
         Chief Executive Officer                            Bryan T. Allen, Esq.       
       804 Estates Drive, Suite 100                  Parr Waddoups Brown Gee & Loveless
         Aptos, California 95003                     185 South State Street, Suite 1300
              (866) 851-7787                             Salt Lake City, Utah 84111    
(Name, address and telephone number, including area             (801) 532-7840         
        code, of agent for service)                                                    

                                                        [Enlarge/Download Table]

                                              CALCULATION OF REGISTRATION FEE                                            

=========================================================================================================================
                                                               PROPOSED                                                  
                                                               MAXIMUM                                                   
                                         AMOUNT TO BE      OFFERING PRICE      PROPOSED MAXIMUM         AMOUNT OF        
 TITLE OF SECURITIES TO BE REGISTERED    REGISTERED(1)       PER SHARE(2)      AGGREGATE OFFERING       REGISTRATION     
                                                                                    PRICE(2)               FEE(2)        
------------------------------------------------------------------------------------------------------------------------ 
                                                                                                                         
Smoky Market Foods, Inc. 2006 Stock                                                                                      
Incentive Plan                             6,500,000            $0.58              $3,770,000               $116         
|X| Common Stock, $0.001 par value                                                                                       
------------------------------------------------------------------------------------------------------------------------ 
(1)      This Registration Statement shall also cover any additional shares of                                           
         Common Stock that become issuable under the 2006 Stock Incentive Plan                                           
         by reason of any stock dividend, stock split, recapitalization or other                                         
         similar transaction effected without the receipt of consideration that                                          
         results in an increase in the number of outstanding shares of Common                                            
         Stock of Smoky Market Foods, Inc.                                                                               

(2)      Calculated solely for purposes of this offering under Rule 457(c) of                                            
         the Securities Act of 1933, as amended, this amount is calculated based                                         
         upon the average of the closing bid and ask price on the OTC Bulletin                                           
         Board as of the closing September 12, 2007.                                                                     

=========================================================================================================================

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PART I

INFORMATION REQUIRED IN THE 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 the Section
                10(a) prospectus is omitted from this Registration Statement
                 in accordance with Rule 428 under the Securities Act of 1933,
                as amended (the "Securities Act"), and the Note to Part I of
Form S-8.                                   

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.                               
---------------------------------------                       

The following documents filed by Smoky Market Foods, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "SEC") are hereby
incorporated by reference into this Registration Statement:                     

(a)      The prospectus contained in Registrant's Registration
                 Statement on Form SB-2/A, File No. 333-143008, filed with the
SEC on August 24, 2007.                     

      (b)      The Registrant's Quarterly Reports on Form 10-QSB, File No.
                 000-52158, filed with the SEC on May 14, 2007, and August 20,
2007.                                       

(c)      The description of the Common Stock of the Registrant
               contained in its Form 10-SB, File No. 000-52158, filed with
the SEC on February 16, 2007.               

 In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act  
of 1934, as amended (the "Exchange Act"), prior to the filing of a              
post-effective amendment which indicates that all securities offered have been  
sold or which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this Registration Statement and to be a part 
hereof from the date of filing of such documents. Any statement contained in a  
document incorporated by reference herein shall be deemed to be modified or     
superseded for purposes hereof to the extent that a statement contained herein  
(or in any other subsequently filed document which also is incorporated by      
reference herein) modifies or supersedes such statement. Any statement so       
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.                                                      

Item 4.  DESCRIPTION OF SECURITIES.                                             
-------------------------                                     

Not applicable.                                               

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                
--------------------------------------                        

Not applicable.                                               

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             
-----------------------------------------                     

   The Articles of Incorporation provide that, to the fullest extent
permitted by Nevada law, the Registrant shall                                   

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indemnify its officers and directors. 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.            

The Bylaws of the Registrant provide that the Registrant shall
indemnify any officer or director who was or is a party or is threatened to be  
made a party to any action, suit, or proceeding (other than any action by or in 
the right of the corporation), by reason of the fact that he is or was a        
director or officer of the corporation, against expenses (including attorneys'  
fees), judgments, fines, and amounts paid in settlement actually and reasonably 
incurred by him in connection with any such action, suit, or proceeding, if he  
acted in good faith and in a manner that he reasonably believed to be in or not 
opposed to the best interests of the corporation and, with respect to any       
criminal action or proceeding, had no reasonable cause to believe his conduct   
was unlawful.                                                                   

        The Articles of Incorporation also provide that officers and directors
shall have no personal liability to the Registrant or its stockholders for      
damages for breach of a fiduciary duty as a director or officer, except to the  
extent such exemption from liability or limitation thereof is not permitted     
under the Nevada Revised Statutes.                                              

        The Bylaws provide that the Registrant shall indemnify any director or
officer who was or is a party or is threatened to be made a party to any action 
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director or officer of the Registrant,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit, if he  
acted in good faith and in a manner that he reasonably believed to be in or not 
opposed to the best interests of the Registrant, except that no indemnification 
shall be made with respect of any matter to which such person shall have been   
adjudged by a court of competent jurisdiction to be liable to the Registrant or 
for amounts paid in settlement to the Registrant, unless and only to the extent 
that a court shall determine that, despite the adjudication of liability, such  
person is fairly and reasonably entitled to indemnity for such expenses.        

       The provisions of the Registrant's Bylaws provide, in accordance with
Section 78.751 of the NRS, that Registrant may not indemnify a director or      
officer unless authorized in the specific case upon a determination by the board
of directors, a committee of the board of directors, special legal counsel or by
the stockholders that indemnification is proper in the circumstances. The Bylaws
also provide that expenses incurred by an officer or director in their defense  
shall be paid by the Registrant in advance of the final disposition of the      
action. Furthermore, the Bylaws provide that to the extent that a director or   
officer has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above or in defense of any claim, issue or matter
therein, he shall be indemnified by the Registrant against expenses (including  
attorneys' fees), actually and reasonably incurred by him in connection with the
defense.                                                                        

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.                                   
-----------------------------------                           

Not applicable.                                               

Item 8.  EXHIBITS.                                                              
--------                                                      

                                                        [Enlarge/Download Table]

Exhibit                                                                                                   
Number             Title of Document                               Location                               
---------------    ----------------------------------------------  ---------------------------------------
                                                                                                          
4.1                Amended and Restated Articles of                Exhibit to Registration Statement on   
                   Incorporation                                   Form SB-2/A filed with the SEC on      
                                                                   August 24,                             
                                                                   2007, SEC                              
                                                                   File No.                               
                                                                   333-143008*                            

4.2                Bylaws                                          Exhibit to Registration Statement on   
                                                                   Form SB-2/A                            
                                                                   filed with                             
                                                                   the SEC on                             
                                                                   August 24,                             
                                                                   2007, SEC                              
                                                                   File No.                               
                                                                   333-143008*                            

                                       3                                                                  

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Number             Title of Document                               Location                               
---------------    ----------------------------------------------  ---------------------------------------
4.3                2006 Stock Incentive Plan                       Exhibit to Registration Statement on   
                                                                   Form SB-2/A                            
                                                                   filed with                             
                                                                   the SEC on                             
                                                                   August 24,                             
                                                                   2007, SEC                              
                                                                   File No.                               
                                                                   333-143008*                            

4.4                Form of Nonstatutory Stock Option Agreement     Exhibit to Registration Statement on   
                                                                   Form 10-SB filed with the SEC on       
                                                                   February 16, 2007, SEC File No.        
                                                                   000-52158*                             

5                  Opinion of Parr Waddoups Brown Gee & Loveless   Filed herewith                         

23.1               Consent of Jaspers + Hall, PC                   Filed herewith                         

23.2               Consent of Parr Waddoups Brown Gee & Loveless   Filed herewith (included in            
                                                                   Exhibit No. 5)                         

24                 Powers of Attorney                              Included on Page 5 hereof              

---------------------------------                                                                         
* Incorporated by reference.                                                                              

Item 9.  UNDERTAKINGS.                                                          
------------                                                  

(a) The undersigned Registrant hereby undertakes:             

               (1) To file, during any period in which offers or sales are
  being made of the securities registered hereby, a post-effective
amendment to this Registration Statement to:                  

                    (i) 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
            which, individually or together, represent a fundamental
change in the Registration Statement;       

                         (iii) Include any additional or changed information
on the plan of distribution.                

       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Registrant pursuant to Section 13 or Section 15(d) of the 
         Securities Exchange Act of 1934 that are incorporated by reference into
this 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 file a post-effective amendment to remove from
         registration any of the securities that remain unsold at the end of the
offering.                                                     

4 

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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 Salt Lake City, state of Utah on this 13th day of September,     
2007.                                                                           

              SMOKY MARKET FOODS, INC.

                 By /S/ EDWARD C. FEINTECH
                                      ----------------------------------------
                                         President and Chief Executive Officer

 POWER OF ATTORNEY

         We, the undersigned directors and/or officers of the Registrant, hereby
severally constitute and appoint Edward C. Feintech, Chief Executive Officer,   
and Shane A. Campbell, Chief Financial Officer, and each of them individually,  
with full powers of substitution and resubstitution, our true and lawful        
attorneys, with full powers to them and each of them to sign for us, in our     
names and in the capacities indicated below, this Registration Statement on Form
S-8 filed with the Securities and Exchange Commission, and any and all          
amendments to said registration statement (including post-effective amendments),
and any registration statement filed pursuant to Rule 462(b) under the          
Securities Act of 1933, as amended, in connection with the registration under   
the Securities Act of 1933, as amended, of equity securities of the Company, and
to file or cause to be filed the same, with all exhibits thereto and other      
documents in connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys, 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 each of them might
or could do in person, and hereby ratifying and confirming all that said        
attorneys, and each of them, or their substitute or substitutes, shall do or    
cause to be done by virtue of this Power of Attorney.                           

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities indicated below:                                                     

                                                        [Enlarge/Download Table]


                   SIGNATURE                                  TITLE                         DATE        

                                                                                                        
 /S/ EDWARD C. FEINTECH                       President, Chief Executive Officer and  September 13, 2007
--------------------------------------------                                                            
Edward C. Feintech                            Director (Chairman of the Board)                          

/S/ SHANE A. CAMPBELL                         Chief Financial Officer                 September 13, 2007
--------------------------------------------                                                            
Shane A. Campbell                                                                                       

/S/ SCOTT L. BARGFREDE                        Director                                September 13, 2007
------------------------------------                                                                    
Scott L. Bargfrede                                                                                      

 /S/ DANIEL BRUNE                             Director                                September 13, 2007
--------------------------------------------                                                            
Daniel Brune                                                                                            

5 

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SMOKY MARKET FOODS, INC.

 EXHIBIT INDEX

                                                        [Enlarge/Download Table]

Exhibit                                                                                                   
Number             Title of Document                               Location                               
---------------    ----------------------------------------------  ---------------------------------------
                                                                                                          
4.1                Amended and Restated Articles of                Exhibit to Registration Statement on   
                   Incorporation                                   Form SB-2/A filed with the SEC on      
                                                                   August 24,                             
                                                                   2007, SEC                              
                                                                   File No.                               
                                                                   333-143008*                            

4.2                Bylaws                                          Exhibit to Registration Statement on   
                                                                   Form SB-2/A                            
                                                                   filed with                             
                                                                   the SEC on                             
                                                                   August 24,                             
                                                                   2007, SEC                              
                                                                   File No.                               
                                                                   333-143008*                            

4.3                2006 Stock Incentive Plan                       Exhibit to Registration Statement on   
                                                                   Form SB-2/A                            
                                                                   filed with                             
                                                                   the SEC on                             
                                                                   August 24,                             
                                                                   2007, SEC                              
                                                                   File No.                               
                                                                   333-143008*                            

4.4                Form of Nonstatutory Stock Option Agreement     Exhibit to Registration Statement on   
                                                                   Form 10-SB filed with the SEC on       
                                                                   February 16, 2007, SEC File No.        
                                                                   000-52158*                             

5                  Opinion of Parr Waddoups Brown Gee & Loveless   Filed herewith                         

23.1               Consent of Jaspers + Hall, PC                   Filed herewith                         

23.2               Consent of Parr Waddoups Brown Gee & Loveless   Filed herewith (included in            
                                                                   Exhibit No. 5)                         

24                 Powers of Attorney                              Included on Page 5 hereof              

---------------------------------                                                                         
* Incorporated by reference.                                                                              

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	9/13/07	1	5	8-K
	9/12/07	1		4
	8/24/07	2	6	SB-2/A
	8/20/07	2		10QSB
	5/14/07	2		10QSB
	2/16/07	2	6	10SB12G
				List all Filings

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Filing Submission 0001019687-07-003041 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Smoky Market Foods Inc – ‘S-8’ on 9/13/07

On: Thursday, 9/13/07, at 1:57pm ET · Effective: 9/13/07 · Accession #: 1019687-7-3041 · File #: 333-146034

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8Filing Table of Contents

S-8 — Form S-8 Registration StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

S-8 — Form S-8 Registration Statement
Document Table of Contents