Securities Registration: Employee Benefit Plan (s-8)
January 30 2014 - 5:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LAREDO RESOURCES CORP.
(Exact name of Registrant as specified in its charter)
Nevada
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90-0822497
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(State or other jurisdiction of
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(I.R.S Employer
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incorporation or organization)
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Identification Number)
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300 Jameson House, 838 West Hastings Street, Vancouver,
B.C., Canada V6C 0A6
(604) 669-9000
(Address,
including zip code and telephone number, of principal executive offices
Laredo Resources Corp. 2014 Employee and Consultant
Equity Compensation Incentive Plan
(Full title of the plan)
Robert Gardner
300 Jameson House, 838 West
Hastings Street
Vancouver, B.C., Canada V6C 0A6
(604)
669-9000
(Name, address and Phone number of agent for service)
Copies to:
Lorin A. Rosen, Esq.
LAR
Law Group PC
6 Butler Court
Centereach, New York 11720
(877) 570-2620 ph/fax
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definition 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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Accelerated
filer
[ ]
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Non-accelerated filer [ ]
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(Do not check if a smaller
reporting company)
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Smaller reporting company
[X]
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CALCULATION
OF REGISTRATION FEE
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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
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Common Stock, par
value
$0.001 per share (1)
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400,000,000 shares
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$0. 006(2)
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$2,400,000
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$309.12
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(1) Represents shares of Common Stock issuable under the Omega
Commercial Finance Corp. 2013 Employee and Equity Compensation Incentive Plan.
Further, pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares stated above,
an indeterminate number of shares which may be subject to grant or otherwise
issuable as a result of stock splits, stock dividends or similar
transactions.
(2) Computed pursuant to Rule 457(c) of the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee and
not as a representation as to any actual proposed price. The offering price per
share, maximum aggregate offering price and registration fee is based upon the
last quoted price on the OTC Markets OTCQB tier of $0.0006 on January 23,
2014.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Part I will be sent
or given to the participants in the Laredo Resources Corp. 2014 Employee and
Consultant Equity Compensation Incentive Plan (the Plan) as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the Securities Act). Such
documents need not be filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 42. These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registration Information and Employee Plan Annual
Information.
The Registrant will provide without charge, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. These documents are incorporated by reference in the Section 10(a)
prospectus. The Registrant will also provide without charge, upon written or
oral request, all other documents required to be delivered to eligible
participants pursuant to Rule 428(b). Any and all such requests shall be
directed to:
Robert Gardner
300 Jameson House, 838 West Hastings Street
Vancouver, B.C., Canada V6C 0A6
(604) 669-900
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission, are
specifically incorporated by reference in this Registration Statement:
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(a)
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The Registrants Annual Report on Form 10-K for the
period ended August 31, 2013, which contains the Registrants audited
financial statements for such period, as filed with the Commission on
December 13, 2013, including Registrants Form 10-K/A for period ended
August 31, 2013 as filed with the Commission on December 18,
2013.
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(b)
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All other reports filed by the Registrant under Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
Securities Exchange Act of 1934), since December 31, 2012.
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(c)
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The description of the Registrants Common Stock
originally contained in the Registrants Form S-1 (File No. 33-171457)
filed with the Commission on December 29, 2010, including any amendments
or reports filed for the purpose of updating such
description.
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In addition, all reports and documents filed by the Registrant under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the filing of post-effective
amendment which indicates that all securities being offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in and to be part of this Registration Statement
from the date of filing of each such document (such documents and the documents
enumerated above, being hereinafter referred to collectively as the
Incorporated Documents
).
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained therein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statements
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. Interest of Named Experts and Counsel.
Lorin A. Rosen, Esq. of LAR Law Group PC has passed on the legality and validity
of the shares of Common Stock offered hereby for the Registrant, which is
located at 6 Butler Court, Centereach, New York 11720.
Item 6. Indemnification of Directors and Officers.
Neither the Registrants Articles of Incorporation nor Bylaws prevent the
Registrant from indemnifying its officers and directors to the extent permitted
under the Nevada Revised Statutes.
The Nevada Revised Statutes provide that a director or officer is not
individually liable to the corporation or its stockholders or creditors for any
damages as a result of any act or failure to act in his capacity as a director
or officer unless it is proven that his act or failure to act constituted a
breach of his fiduciary duties as a director or officer and his breach of those
duties involved intentional misconduct, fraud or a knowing violation of law. The
Articles of Incorporation or an amendment thereto may, however, provide for
greater individual liability. Furthermore, directors may be jointly and
severally liable for the payment of certain distributions in violation of
Chapter 78 of the Nevada Revised Statutes.
The Nevada Revised Statutes also provide that under certain circumstances, a
corporation may indemnify any person for amounts incurred in connection with a
pending, threatened or completed action, suit or proceeding in which he is, or
is threatened to be made, a party by reason of his being a director, officer,
employee or agent of the corporation or serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, if such person (a) is not
liable for a breach of fiduciary duty involving intentional misconduct, fraud or
a knowing violation of law or such greater standard imposed by the corporation's
articles of incorporation; or (b) 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. Additionally, a
corporation may indemnify a director, officer, employee or agent with respect
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, if such person (a) is not liable
for a breach of fiduciary duty involving intentional misconduct, fraud or a
knowing violation of law or such greater standard imposed by the corporation's
articles of incorporation; or (b) 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, however, indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a court to be liable to
the corporation or for amounts paid in settlement to the corporation, unless the
court determines that the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper. 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 above, 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 summary of the Nevada Revise Statutes is qualified in its entirety
by reference to the relevant provisions of RVS those Articles pertaining to
Directors and Officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits (Filed herewith)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement.
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(i)
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To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
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(ii)
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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
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.
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(iii)
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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 (1)(i) and (1)(ii) of this
section do not apply if 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;
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(2)
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That, for the purpose of determining any liability under
the Securities Act of 1933, each such post- effective amendment shall 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;
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(3)
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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; and
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(4)
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That, for the purpose of determining liability of the
Registrant under the Securities Act of 1933, each filing of the
Registrants annual report pursuant to section 13(a) or 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.
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(5)
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Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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 such 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 such 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 of 1933, as amended, 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 Vancouver, Canada on January 27, 2014.
LAREDO RESOURCES CORP.
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By:
/s/
Robert
Gardner
_____________
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Robert
Gardner
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Chief
Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities listed below and on January 29, 2014.
Signature
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Title
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Date
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Chief Executive Officer, (Principal
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Officer), Chief Financial Officer,
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(Principal Financial and Accounting
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/s/
Robert
Gardner
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Officer) and Director
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January 29, 2014
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Robert Gardner
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