American Resources & Development Co – ‘S-8’ on 10/20/97

As of:  Monday, 10/20/97   ·   Effective:  10/20/97   ·   Accession #:  1038838-97-83   ·   File #:  333-38257

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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         Registration of Securities to be Offered to            5     27K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.3      Instrument Defining the Rights of Security Holders     3     13K 
 3: EX-5.1      Opinion re: Legality                                   1      7K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 

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

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      As filed with the Securities and Exchange Commission on        ,1997

Registration No. ___________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
 UNDER THE
SECURITIES ACT OF 1933

AMERICAN RESOURCES AND DEVELOPMENT COMPANY
(Exact Name of Registrant as Specified in Its Charter)

         Utah                                 87-0401400
(State or Other Jurisdiction of                 (I.R.S. Employer    
    Incorporation or Organization)                  Identification Number)

102 West 500 South, Suite 318, Salt Lake City, Utah          84101
               (Address of Principal Executive Offices)         (Zip Code)

 Legal Services Agreement with Parry Lawrence & Ward
(Full Title of the Plan)

 Karl Badger
American Resources and Development Company
 102 West 500 South, Suite 318
Salt Lake City, Utah 84101
 (Name and Address of Agent for Service)

(801) 363-8961
 (Telephone Number, Including Area Code, of Agent For Service)

COPIES TO:

               Richard J. Lawrence, Esq.
           Parry Lawrence & Ward
           1270 Eagle Gate Tower
          60 East South Temple
                Salt Lake City, Utah 84111
    (801) 521-3434

 CALCULATION OF REGISTRATION FEE

Proposed            
Title of                      Maximum     Proposed                              
Securities                    Offering    Maximum         Amount of             
to be          Amount to be   Price Per   Aggregate       Registration          
Registered     Registered     Share(1)    Offering Price  Fee(1)                
-------------  ------------   ----------  --------------  -------------         
Common Stock   17,000 shares  $5.60       $95,200.00      $28.85                

(1) Calculated  based on Rule 457(h),  based upon the average of the closing bid
and asked prices as of September 23, 1997.                                      

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.                      

                           The following documents are incorporated by reference
in this Registration Statement:             

                           (a) The Company's  Annual Report on Form 10-K for the
fiscal year ended March 31, 1997; and       

                           (b) All other reports  filed by the Company  pursuant
                  to Section  13(a) or 15(d) of the  Securities  Exchange Act of
                  1934 since March 31, 1997,  including the Company's  Quarterly
                  Report  on Form 10-Q for the  fiscal  quarter  ended  June 30,
1997.                                       

                           (c) The  description  of the  Company's  Common Stock
                  contained in the Registration  Statement on Form 10, Amendment
                  No. 4 filed  with the  Commission  on  February  5, 1992 under
                  Section 12 of the Securities  Exchange Act of 1934,  including
                  any amendment or report filed for the purpose of updating such
description.                                

                           All  documents  subsequently  filed  by  the  Company
                  pursuant  to  Sections  13(a),  13(c),  14  and  15(d)  of the
                  Securities  Exchange  Act of 1934  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
                  under  this  Registration  Statement,  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.

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 general  effect of the Utah statutes  under which
                  any controlling person,  director or officer of the Company is
                  insured or  indemnified  in any manner  against  liability  in
             which he may incur in his capacity as such is as follows:

                Section 16-10a-901 Utah Revised Business Corporation Act

                           The Company may indemnify officer,  director, agents,
                  and employees against a legal proceeding,  threatened, pending
                  , or  completed,  if he or she  acted in good  faith  and in a
                  manner he or she reasonably  believed to be in, or not opposed

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                  to, the best  interests of the Company and with respect to any
                  criminal action, had no reasonable cause to believe his or her
                  conduct was  unlawful.  In a  suit by or  in the  right of the
                  Company, no indemnification shall  be made for any claim where
                  a person  shall have  been adjudged  negligent or  for actions
                  constituting  misconduct.  The  Board  or  shareholders  shall
                  determine if the person has  met  the  applicable  standard of
                  conduct.  No  negligence  standard  is  applicable  to   legal
                  proceedings not brought by or in the right of the Company. The
                  Company  may  purchase  liability  insurance  for officers and
                  directors acting  in said capacities,  regardless of the above
provisions.                                 

                           The  general  effect of the  Bylaws  under  which any
                  controlling person,  director, or officer of the Registrant is
                  insured or indemnified in any manner against  liability  which
he may incur in his capacity is as follows: 

                Article VIII of the Bylaws

                           An officer or director shall not be personally liable
                  for  obligations  arising  out of any  acts or  conduct  as an
                  officer or director.  The Company  indemnifies  the officer or
                  director for acts other than negligence or willful misconduct,
taken as an officer or director.            

                           The  Company  may  purchase  directors  and  officers
liability insurance.                        

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.                          

Not applicable.                             

ITEM 8.           EXHIBITS.                                                     

Exhibit No. Exhibit                                                             

4.1       Articles of Incorporation, as amended (filed as an exhibit to the 
     Company's Registration Statement on Form 10, and incorporated
herein by reference)                                    

 4.2       Bylaws (filed as an exhibit to the Company's Registration Statement
on Form 10, and incorporated herein by reference)       

4.3       Legal Services Agreement with Parry Lawrence & Ward dated August  
25, 1997                                                

5.1       Opinion of Parry Lawrence & Ward                                  

23.1       Consent of Jones, Jensen & Company                                 

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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:                     

                                    (i) To 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  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;                

                                    (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;   

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  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   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) The undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Registrant's annual report pursuant to section 13(a)
         or section  15(d) of the  Securities  Exchange 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.       

                  (c) 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

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         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 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 Salt Lake City, State of Utah, on September 29, 1997.

                                        AMERICAN RESOURCES AND DEVELOPMENT
             COMPANY

                            By:  /s/ Karl Badger
                                        --------------------------
                                        Karl Badger, President

         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 dates indicated.                                          

September 29, 1997                          /s/Karl Badger                      
-------------------                         ----------------------------------- 
Date                                   Karl Badger                    
                                       President, (Principal Executive
                             Officer) and Director

September 29, 1997                          /s/Tim Papenfuss                    
------------------                          ----------------------------------- 
Date                                   Tim Papenfuss                  
                                            Secretary/Treasurer (Chief Financial
                                    Officer and Chief Accounting
                             Officer) and Director

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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:		10/20/97
		9/29/97		5
		9/23/97		1
		8/25/97		3
		6/30/97		2					10QSB,  10QSB/A,  NT 10-Q
		3/31/97		2					10-K,  10KSB/A,  NT 10-K
		2/5/92		2
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