As filed with the Securities and Exchange Commission on May 10, 2010
Registration No. 333-______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTH AMERICAN NICKEL INC.
(Exact name of registrant as specified in its charter)
Province of British Columbia, Canada
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
#208 - 828 Harbourside Drive, North Vancouver, British Columbia, V7P 3R9
(Address of Principal Executive Offices) (Zip Code)
North American Nickel Inc. Stock Option Plan
(Full title of the plan)
Richard J. Mark
#208 - 828 Harbourside Drive, North Vancouver, British Columbia, V7P 3R9
(Name and address of agent for service)
(604) 904-8481
(Telephone number, including area code, of agent for service)
Copies to:
Victor P. Harwardt
Salley Bowes Harwardt Law Corp
Suite 1750 - 1185 West Georgia Street
Vancouver B.C. V6E 4E6 Canada
Tel: (604) 688-0788
Fax: (604) 688-0788
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 definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum Proposed maximum
of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
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Common Stock, without
par value 5,000,000 (1) $.10 $500,000 (2) $35.65 (2)
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Total $35.65
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(1) The maximum number of shares of common stock issuable upon awards to be
granted under the Registrant's Stock Option Plan consists of 5,000,000
shares, which are being registered under this Registration Statement and
for which a registration fee is being paid.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee,
based on the average of the high and low price per share of the
Registrant's Common Stock on May 05, 2010, a date within 5 business days
prior to filing this Registration Statement as reported by the OTC Bulletin
Board.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by North American Nickel
Inc., a British Columbia, Canada corporation (the "Registrant"), relating to
5,000,000 shares of the Registrant's common stock, without par value (the
"Common Stock") issuable under the Registrant's Stock Option Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. Such documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Commission rules and regulations allow us to "incorporate by reference"
the information that we file with the Commission. This means that we can
disclose additional important information to you by referring to those
documents. The information incorporated by reference is an important part of
this Prospectus, and information that we file in the future with the Commission
will automatically update and supersede this information. All documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be part hereof from the date of filing of such documents.
We incorporate by reference in this Registration Statement the following
documents and information filed by the Registrant with the Commission:
(1) The Registrant's Annual Report on Form 20-F for the fiscal year ended
December 31, 2009, filed with the Commission on April 27, 2010.
(2) The Registrant's Reports of Foreign Private Issuers on Form 6-K filed
with the Commission on April 8, 2010 and April 20, 2010.
ITEM 4. DESCRIPTION OF SECURITIES.
North American Nickel Inc. Common Shares.
The Common Shares are registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant must, pursuant to its Articles, and in accordance with the
BUSINESS CORPORATIONS ACT of British Columbia, Canada, indemnify a director,
former director or alternate director of the Registrant and his or her heirs and
legal personal representatives against all eligible penalties to which such
person is or may be liable, and the Registrant must, after the final disposition
of an eligible proceeding, pay the expenses actually and reasonably incurred by
such person in respect of that proceeding. Each director and alternate director
is deemed to have contracted with the Registrant on the terms of the indemnity
contained in the Registrant's Articles. For the purposes of the foregoing, an
"eligible proceeding" means a legal proceeding or investigative action, whether
current, threatened, pending or completed, in which a director, former director
or alternate director of the Registrant (an "eligible party") or any of the
heirs and legal personal representatives of the eligible party, by reason of the
eligible party being or having been a director or alternate director of the
Registrant: (i) is or may be joined as a party; or (ii) is or may be liable for
or in respect of a judgment, penalty or fine in, or expenses related to, the
proceeding.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit Number Description of Exhibit
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4.1 North American Nickel Inc. Stock Option Plan
5.1 Opinion of Salley Bowes Harwardt Law Corp.
23.1 Consent of Dale Matheson Carr-Hilton LaBonte, Chartered
Accountants
23.2 Consent of Salley Bowes Harwardt Law Corp (filed as part
of Exhibit 5.1)
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 of 1933;
(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) (ss.230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than 20% 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 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:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the registration statement is on Form S-8 (ss.239.16b of this chapter), 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 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement.
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(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of 1933, each filing of the
registrant's 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 plan's 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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.
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by Item 8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter
if such financial statements and information are contained in periodic 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 Form F-3.
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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 the City of North Vancouver, British Columbia on this 7th day of
May, 2010.
NORTH AMERICAN NICKEL INC.
a British Columbia, Canada corporation
By: /s/ Richard J. Mark
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Richard J. Mark
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard J. Mark, his attorney-in-fact and
agent, with the power of substitution and resubstitution, for him and in his
name, place or stead, in any and all capacities, to sign any amendments to this
registration statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting him as 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 and about the premises, as fully as he might or could do in
person, and ratifying and confirming all that the attorney-in-fact and agent, or
his substitute or substitutes, may do or cause to be done by virtue hereof.
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 dates indicated.
Date: 5/7/10 By: /s/ Richard J. Mark
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Richard J. Mark
Chairman, Chief Executive Officer
Date: 5/7/10 By: /s/ Mark Fedikow
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Mark Fedikow
President, Director
Date: 5/7/10 By: /s/ Edward D. Ford
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Edward D. Ford
Chief Financial Officer, Director
(Principal Financial and Accounting Officer)
Date: 5/7/10 By: /s/ Douglas E. Ford
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Douglas E. Ford
Director
Date: 5/7/10 By: /s/ John Roozendaal
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John Roozendaal
Director
Date: 5/7/10 By: /s/ James Clucas
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James Clucas
Director
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 North American Nickel Inc. Stock Option Plan
5.1 Opinion of Salley Bowes Harwardt Law Corp.
23.1 Consent of Dale Matheson Carr-Hilton LaBonte, Chartered
Accountants
23.2 Consent of Salley Bowes Harwardt Law Corp (filed as part of
Exhibit 5.1)