As
Filed with the Securities and Exchange Commission on September 19,
2006
_________________________________________________________________________________________________
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:
|
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)
____________________________
Consulting
Agreements
(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
|
285,000
|
0.45
|
$128,250
|
$13.72
|
(1) The
number of shares stated is the aggregate number of shares of Common Stock issued
pursuant to the terms of the Consulting Agreements filed as exhibits hereto.
The
consulting agreements qualify as Employee Benefit Plans as defined under Rule
405 of Regulation C.
(2) 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 last sale of the common stock
reported on the OTC Bulletin Board as of September
15, 2006,
a date
within five business days prior to the filing of this registration
statement.
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 14, 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.
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The
legality of the Common Stock offered herein will be passed upon for the Company
by Thelen Reid & Priest LLP, the Company’s Counsel.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section
78.7502 of the Nevada Revised Statutes provides:
Discretionary
and mandatory indemnification of officers, directors, employees and agents:
General provisions.
1. A
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except
an
action by or in the right of the corporation, by reason of the fact that he
is
or was a director, officer, employee or agent of the corporation, or is or
was
serving at the request of the corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which 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 termination of any
action, suit or proceeding 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 he reasonably believed to be in or not opposed
to
the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
2. A
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed 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, officer, employee or agent of the
corporation, or is serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture
trust or other enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in good faith and
in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation unless
and only to the extent that the court in which the action or suit was brought
or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
3. To
the extent that a director, officer, employee or agent of a corporation has
been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
The
foregoing indemnification provisions are broad enough to encompass certain
liabilities of directors and officers of Company under the Securities and
Exchange Act of 1933.
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.
Not
applicable.
ITEM
8. EXHIBITS.
The
following is a list of exhibits filed as part of this Registration Statement,
which are incorporated herein:
|
Exhibit
Number
|
Document
|
|
4.1
|
Consulting
Agreement, dated July 18, 2006, between the Novastar Resources,
Ltd. and
David Lewis
|
|
4.2
|
Consulting
Agreement, dated July 18, 2006, between the Novastar Resources,
Ltd. and
Aaron Foley
|
|
5
|
Opinion
of Thelen Reid Priest LLP
|
|
23.1
|
Consent
of Telford Sadovnick P.L.L.C.
|
|
23.2
|
Consent
of Thelen Reid & Priest, LLP (included in Exhibit
5)
|
|
24
|
Power
of Attorney (included in the signature page of this Registration
Statement)
|
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;
(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
The
Company.
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 19th day of September, 2006.
NOVASTAR
RESOURCES LTD
By:
/s/
Seth Grae
Seth
Grae
Chief
Executive Officer
Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed by the following persons in the capacities indicated on September 19,
2006.
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.
| |
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/
Seth Grae
Seth
Grae
|
President,
Chief Operating
Officer
and Director
|
September
19, 2006
|
| |
|
/s/
Larry Goldman
Larry
Goldman
|
Treasurer
and Acting Chief
Financial
Officer
|
September
19, 2006
|
| |
|
|
|
/s/
Thomas Graham, Jr.
Thomas
Graham, Jr.
|
Interim
Secretary and
Director
|
September
19, 2006
|
|
|
|
/s/
Cornelius J. Milmoe
Cornelius
J. Milmoe
|
Chief
Operating Officer and
Director
|
September
19, 2006
|
| |
|
|
|
/s/
Victor E. Alessi
Victor
E. Alessi
|
Director
|
September
19, 2006
|
|
Exhibit
Number
|
Document
|
|
4.1
|
Consulting
Agreement, dated July 18, 2006, between the Novastar Resources,
Ltd. and
David Lewis
|
|
4.2
|
Consulting
Agreement, dated July 18, 2006, between the Novastar Resources,
Ltd. and
Aaron Foley
|
|
5
|
Opinion
of Thelen Reid Priest LLP
|
|
23.1
|
Consent
of Telford Sadovnick P.L.L.C.
|
|
23.2
|
Consent
of Thelen Reid & Priest, LLP (included in Exhibit
5)
|
|
24
|
Power
of Attorney (included in the signature page of this Registration
Statement)
|