UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN
LITHIUM MINERALS INC.
(Exact name of registrant as specified in its charter)
Nevada
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71-1049972
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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2850 W. Horizon Ridge
Parkway, Suite 200, Henderson, Nevada 89052
(Address of Principal Executive Offices and Zip Code)
2010 Stock Plan
(Full title of the plan)
EMPIRE STOCK TRANSFER INC.
1859 WHITNEY MESA DR
HENDERSON, NV 89014
(Name and address of agent for service)
(416) 214-5640
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
Jeffrey A. Sherman
Samuel E. Edwards
Holland & Hart LLP
555 17
th
Street, Suite 3200, Denver, CO 80202
Telephone: (303) 295-8000
Facsimile: (303) 295-8261
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act
Large accelerated filer
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o
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Accelerated
filer
o
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Non-accelerated filer
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o
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(Do not check if a smaller
reporting company)
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Smaller reporting
company
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x
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CALCULATION OF REGISTRATION
FEE
Title of Securities to
be Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering
Price Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock
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5,000,000
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$
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1.00
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$
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5,000,000
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$
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357
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Total
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5,000,000
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$
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357
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(1)
An indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event the number
of shares registered shall automatically be increased to cover the additional
shares in accordance with Rule 416 under the Securities Act.
(2)
The price is calculated in accordance with Rule 457(h)(1) under
the Securities Act of 1933, as amended (the Securities Act), solely for the
purpose of calculating the registration fee.
The calculated price per share is the price at which the underlying
options may be exercised.
EXPLANATORY NOTE
This registration statement on Form S-8 is
being filed under the Securities Act to register an aggregate of 5,000,000
shares of common stock of American Lithium Minerals, Inc. (the Company)
which may be issued pursuant to the 2010 Stock Plan. The Companys 2010 Stock Plan authorizes the
issuance of a maximum of 5,000,000 shares of our common stock to eligible
employees, directors, officers, advisors and consultants of the Company or any
of its subsidiaries. All of the shares
issuable under the 2010 Stock Plan are being registered under this registration
statement on Form S-8.
The purpose of the 2010 Stock Plan is to reward
employees, directors, officers, advisors and consultants for their
contributions toward the long term goals of the Company and to enable and
encourage such employees, directors, officers, advisors and consultants to
acquire shares as long term investments.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan 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, and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee
Plan Annual Information
The Company will provide, without charge, to
each person to whom a copy of the Section 10(a) prospectus is
delivered, upon oral or written request, a copy of any or all documents
incorporated by reference in Item 3 of Part II of this registration
statement (which documents are incorporated by reference in the Section 10(a) prospectus). Requests should be directed to Hugh Aird,
President and Chief Executive Officer, American Lithium Minerals, Inc.,
2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV, 89052. The Companys telephone number is (416)
214-5640.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The
Company incorporates herein by reference the following documents filed with the
Securities and Exchange Commission (the Commission):
1.
The Companys
Annual Report on Form 10-K for the fiscal year ended September 30,
2009, filed with the Commission on December 23, 2009 and the Companys
Amended Annual Report on Form 10-K/A for the fiscal year ended September 30,
2009, filed with the Commission on January 6, 2010;
2.
The Companys
Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31,
2009 and March 31, 2010, filed with the Commission on February 16,
2010 and May 12, 2010, respectively;
3.
The Companys
Current Reports on Form 8-K filed with the Commission on January 14,
2010, January 15, 2010, February 12, 2010, March 11, 2010, March 18,
2010, and May 24, 2010; and
4.
The description
of the Companys common stock contained in its registration statement on Form SB-2
(File No. 333-132648), filed with the Commission on March 23, 2006,
including all amendments and reports for the purpose of updating such
description.
In addition to the foregoing, all documents the
Company subsequently files pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934 (except for portions of the Companys
current reports furnished, as opposed to filed, on Form 8-K), prior to the
filing of a post-effective amendment indicating that all of the securities
offered pursuant to the registration statement have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents. Any statement
contained in a document incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any subsequently filed document that is also
incorporated by reference in this registration statement 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.
3
Item 4. Description of
Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Nevada corporation law provides that:
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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;
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·
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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 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 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; and
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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, 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.
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We
may make any discretionary indemnification only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be
made:
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by
our board of directors by a majority vote of a quorum consisting of directors
who are not parties to such action, suit or proceeding;
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if
such a quorum is not obtainable, by a majority vote of the directors who were
not parties to such action, suit or proceeding;
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by
independent legal counsel (selected by one or more of our directors, whether
or not a quorum and whether or not disinterested) in a written opinion; or
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by
our shareholders.
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4
Item 7. Exemption from
Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number
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Description
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4.1
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2010 Stock Plan
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4.2
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Form of Stock Option Agreement
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5.1
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Opinion of Holland & Hart LLP
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23.1
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Consent of Holland & Hart LLP
(included in Exhibit 5.1)
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23.2
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Consent of
De Joya
Griffith & Company, LLC
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24.1
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Power of Attorney (included on signature
page of this registration statement)
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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;
(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. 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 end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission 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; and
(iii)
to 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 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-8,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in 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, 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 the 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.
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(b)
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrants 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 plans 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.
(h)
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
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 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.
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SIGNATURES
Pursuant
to the requirements of the Securities Act, 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
Toronto, Province of Ontario, on May 31, 2010.
AMERICAN
LITHIUM MINERALS, INC.
/s/
Hugh Aird
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By: Hugh Aird
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President and Chief Executive Officer
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(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person who signature appears below
constitutes and appoints Hugh Aird as his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, 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 he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or of their 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 and on the dates stated.
SIGNATURES
/s/
Hugh Aird
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/s/
Chris Hobbs
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By:
Hugh Aird
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By:
Chris Hobbs
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President
and Chief Executive Officer
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Chief
Financial Officer and Director
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(Principal
Executive Officer)
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(Principal
Financial and Accounting Officer)
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May
31, 2010
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May
31, 2010
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/s/
Patrick Reid
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/s/
William Deluce
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Patrick
Reid
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William
Deluce
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Chairman
of the Board of Directors
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Director
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May
31, 2010
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May
31, 2010
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/s/
Tim Casgrain
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Tim
Casgrain
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Director
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May
31, 2010
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7
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