FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NUGGET EXPLORATION, INC.
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(Name of issuer as specified in its charter)
Nevada 33-0250943
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(State of jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
815 South Durbin Street, Casper, Wyoming 82601
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(Address of Principal Executive Offices)
NOVEMBER 1998 CONSULTANT AGREEMENTS
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(Full Title of Plan)
David M. Jeffries, Esq., 220 S. Franklin Street, Tampa, Florida 33602
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(Name and Address of Agent for Service)
(813) 224-9255
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(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE*
Title of Amount to be Proposed Proposed Amount of
each class registered maximum maximum registration
of offering aggregate fee
securities price per offering
to be Share price
registered
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common 600,000 $5.50 $3,300,000 $917.40
stock, $$.01 shares
par value
The approximate date of the proposed sale of the securities offered
hereby is on or after the effective date of this Registration Statement.
*Computed on the basis of the average of the closing bid and asked price of
the Company's common stock on December 3, 1998 in accordance with Rule 457(c)
and (h).
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will, to the extent relevant, be delivered to the Company's consultants
in accordance with Form S-8 and Rule 428 under the Securities Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Nugget Exploration, Inc. (the "Company") hereby incorporates by
reference and makes a part hereof the documents described in (a) - (e) below,
which documents have previously been filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act").
(a) Annual Report on Form 10-KSB for the year ended May 31, 1998;
(b) Quarterly Report on Form 10-QSB for the year ended August 31,
1998;
(c) Current Report on Form 8-K for events occurring on June 22, 1998;
(d) Current Report on Form 8-K for events occurring on June 27, 1998;
and
(e) Current Report on Form 8-K for events occurring on October 19,
1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicate that all securities offered pursuant
to this registration statement have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of filing 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 Nevada General Corporation Law provides that the Company is
required to indemnify its directors and officers against any reasonable
expenses (including attorneys' fees) incurred by them in the defense of any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, to which they were made a party, or in defense of any claim,
issue, or matter therein, by reason of the fact that they are or were a
director or officer of the Company or, while a director or officer of the
Company, are or were serving at the Company's request as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise unless it is
ultimately determined by a court of competent jurisdiction that they failed to
act in a manner they believed in good faith to be in, or not opposed to, the
best interests of the Company, and with respect to any criminal proceeding,
had reasonable cause to believe their conduct was lawful. The Company will
advance expenses incurred by directors or officers in defending any such
action, suit, or proceeding upon receipt of written confirmation from such
officers or directors that they have met certain standards of conduct and an
undertaking by or on behalf of such officers or directors to repay such
advances if it is ultimately determined that they are not entitled to
indemnification by the Company. The Company has not entered into any
additional indemnification agreements with its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
The following documents are made exhibits to this registration
statement, each being listed in accordance with the correspondingly numbered
items of Regulation S-B, Item 601:
Exhibit Item 601 Description
Number
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A 5 Opinion of Bush Ross Gardner Warren & Rudy, P.A.
B 10 Consulting Agreement between the Company and Ken
Kurtz
C 10 Consulting Agreement between the Company and Matt
Dwyer
D 23 Consent of Jones, Jensen & Company, LLC
Item 9. Undertakings.
a. Rule 415 Offering.
The Company 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;
(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 paragraph (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 by the Company
pursuant to Section 13 or 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 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. Filing incorporating subsequent Exchange Act documents by
reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 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. Request for acceleration of effective date or filing of
Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission 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 Company of expenses incurred or
paid by a director, officer, or controlling person of the Company 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 Company 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
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Pursuant to the requirements of the Securities Act of 1933, the Company
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 Durbin, State of Wyoming, on this 30 day of
November, 1998.
NUGGET EXPLORATION, INC.
/s/ Tyson Schiff
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Tyson Schiff, 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 date indicated.
December 3, 1998 /s/ Tyson Schiff
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Date Tyson Schiff, President, Secretary and
Director
December 3, 1998 /s/ Richard E. Houraney
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Date Richard E. Houraney, Vice President and
Director
December 3, 1998 /s/ Brian Ortega
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Date Brian Ortega, Director