S-8: Securities to be offered to employees in employee benefit plans
Published on July 18, 2006
As
Filed with the Securities and Exchange Commission on July 18,
2006.
Registration
No. 333-
_________________________________________________________________________________________________
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________________________________________________________________________________________
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
_________________________________________________________________________________________________
NOVASTAR
RESOURCES LTD
(Exact
name of Registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of
incorporation
or organization)
|
|
91-1975651
(I.R.S.
Employer
Identification
No.)
|
Seth
Grae
8300
Greensboro Drive, Suite 800
McLean,
Virginia 22102
(703)
287-8743
(Address
and telephone number of principal executive offices)
____________________________
Copy
to:
|
Jerry
P. Peppers, Esq.
Pillsbury
Winthrop Shaw Pittman LLP
1540
Broadway
New
York, NY 10036-4039
(212)
858-1205
|
Louis
A. Bevilacqua, Esq.
Joseph
R. Tiano, Jr., Esq.
Thelen
Reid & Priest LLP
701
8th Street, N.W.
Washington,
D.C. 20001
(202)
508-4000
|
(Name
and address, including zip code, and telephone
number,
including area code, of agent for service)
____________________________
Novastar
Resources Ltd. 2006 Stock Plan
(Full
title of the Plan)
_________________________________________________________________________________________________
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be
Registered
|
Amount
of
Shares
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price Per
Share
(2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
|
Common
Stock, $0.001 par value per share
|
75,000,000
|
0.48
|
36,000,000
|
$3,852.00
|
(1) This
registration statement shall also cover any additional securities that become
issuable by reason of any stock dividend, stock split, recapitalization or
other
similar transaction.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) for the 75,000,000 shares registered hereunder (based on the
average
of the bid and asked price for the Company's Common Stock as quoted on the
over-the-counter bulletin board on July 14, 2006).
Proposed
sales to take place as soon after the effective date of the Registration
Statement as options or other rights granted under the Plan are
exercised.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents, which we previously filed with the Securities and Exchange
Commission (the "SEC"), are incorporated by reference in this Registration
Statement:
(a) Our
Annual Report on Form 10KSB, filed with the SEC on October 14, 2005, as amended
on November 25, 2005, (Commission File No. 000-28535);
(b) All
Quarterly Reports on Form 10-QSB and all other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as
amended (the "Exchange Act"), since the end of the fiscal year covered by
the
Annual Report referred to in (a) above;
(c) The
description of the Company’s Common Stock , $0.001 par value, set forth under
the caption “Description of Securities” in the Company’s registration statement
on Form 8-A, dated July 18, 2006.
In
addition, all documents we filed pursuant to Sections 13(a), 13(c), 14 or
15(d)
of the Exchange Act after the date of this Registration Statement and prior
to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining
unsold,
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing 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 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 such 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.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our
Bylaws provide for the indemnification of our directors and officers, past,
present and future, under certain circumstances, against attorney’s fees,
judgments, fines and other expenses incurred by them in any litigation to
which
they become a party arising from their association with or activities on
behalf
of us. We will also bear expenses of such litigation for any of our directors,
officers, employees or agents upon such persons promise to repay us therefor
if
it is ultimately determined that any such person shall not have been entitled
to
indemnification. This indemnification policy could result in substantial
expenditure by us, which we may be unable to recoup.
Insofar
as indemnification by us for liabilities arising under the Securities Exchange
Act of 1934 may be permitted to our directors, officers and controlling persons
pursuant to provisions of the Articles of Incorporation and Bylaws, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable.
In
the event that a claim for indemnification by such director, officer or
controlling person of us 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 offered, we will, unless in the opinion
of
our counsel the matter has been settled by controlling precedent, submit
to a
court of appropriate jurisdiction the question whether such indemnification
by
us is against public policy as expressed in the Act and will be governed
by the
final adjudication of such issue.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
ITEM
8. EXHIBITS.
The
following is a list of exhibits filed as part of this Registration Statement,
which are incorporated herein:
|
Exhibit
Number
5
|
Document
Opinion
of Thelen Reid & Priest LLP
|
|
10.1
|
Second
Amended and Restated Novastar Resources Ltd. 2006 Stock Plan
|
|
10.2
|
Novastar
Resources Ltd. Amended and Restated 2006 Stock Plan [Incorporated
by
reference to Exhibit 10.1 of registrant’s current report on Form 8-K
filed May 9, 2006]
|
|
23.1
|
Consent
of Telford Sadovnick P.L.L.C.
|
|
23.3
|
Consent
of Thelen Reid & Priest, LLP, included in Exhibit 5
|
|
24
|
Power
of Attorney (included in the signature page of this Registration
Statement)
|
(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;
(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 this Registration Statement. Notwithstanding
the
foregoing, any increase or decrease in 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 and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the
effective Registration Statement;
(iii) To
include any additional or changed material information with respect to the
plan
of distribution not previously disclosed in this Registration
Statement;
provided,
however,
that
the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, 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 SEC by the registrant pursuant
to Section 13 or 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 15(d) of the Exchange Act (and, where
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.
(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.
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 McLean,
Virginia on this 18th
day of
July, 2006.
| NOVASTAR RESOURCES LTD | ||
| |
|
|
| By: | /s/ Seth Grae | |
|
Seth Grae |
||
| Chief Executive Officer | ||
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Seth Grae and
Larry Goldman, and each or any of them, his true and lawful attorney-in-fact
and
agent, with full power of substitution and resubstitution, for him and in
his
name, place and stead in any and all capacities, to sign any and all amendments
(including post-effective amendments) 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
and about the premises, 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 any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed by the following persons in the capacities indicated on July 18,
2006.
|
|
By:
|
/s/
Seth Grae
|
|
|
|
Seth
Grae
President,
Chief Executive Officer and
Director
|
|
|
By:
|
/s/
Larry Goldman
|
|
|
|
Larry
Goldman
Treasurer
and Acting Chief Financial Officer
|
|
|
By:
|
/s/
Thomas Graham, Jr.
|
|
|
|
Thomas
Graham, Jr.
Interim
Secretary and Director
|
|
|
By:
|
/s/
Cornelius J. Milmoe
|
|
|
|
Cornelius
J. Milmoe
Chief
Operating Officer and Director
|
|
|
By:
|
/s/
Andrey Mushakov
|
|
|
|
Andrey
Mushakov
Executive
Vice President - International Nuclear
Operations
|
Index
to Exhibits
| Exhibit Number | Document | |
|
5
|
Opinion
of Thelen Reid & Priest LLP
|
|
|
10.1
|
Second
Amended and Restated Novastar Resources Ltd. 2006 Stock Plan
|
|
|
23.1
|
Consent
of Telford Sadovnick, P.L.L.C.
|
|
|
23.3
|
Consent
of Thelen Reid & Priest, LLP, included in Exhibit 5
|
|
|
24
|
Power
of Attorney (included in the signature page of this Registration
Statement)
|