As Filed With The Securities and Exchange Commissiion on April 24, 2012
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
First American Silver Corp.
(Exact name of registrant as specified in its charter)
Nevada 98-0579157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10597 Double R Boulevard, Ste. 2
Reno, NV 89521
(Address of Principal Executive Offices and Zip Code)
2011 Stock Option Plan
(Full title of the plan)
Business Filings Incorporated
311 S Division St.
Carson City, Nevada, 89703
(Name and address of agent for service)
775-323-3278
(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:
William L. Macdonald
Macdonald Tuskey, Corporate and Securities Lawyers
Suite 400, 570 Granville Street
Vancouver BC V6C 3P1
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
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Common Stock 2,500,000 (1) $0.12 (2) $300,000 (2) $34.38
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(1) Consists of the 2011 Stock Option Plan which authorizes the issuance of a
maximum of 2,500,000 shares of our common stock that we may issue upon the
exercise of stock options issued pursuant to our 2011 Stock Option Plan.
Our 2011 Stock Option Plan authorizes the issuance of a maximum of
2,500,000 shares of our common stock to eligible employees, directors,
officers, advisors and consultants of our company or any of our
subsidiaries. All of the shares issuable under the 2011 Stock Option Plan
are being registered under this registration statement on Form S-8.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based on the average of the bid and asked price
($0.11 bid; $0.13 ask) of the common stock of First American Silver Corp.
as reported on the National Association of Securities Dealers Inc.'s OTC
Bulletin Board on April 16, 2012.
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EXPLANATORY NOTE
We prepared this registration statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, to register an aggregate of 2,500,000
shares of our common stock which may be issued pursuant to the 2011 Stock Option
Plan.
The purpose of the 2011 Stock Option Plan is to reward employees, directors,
officers, advisors and consultants for their contributions toward the long term
goals of our company and to enable and encourage such employees, directors,
officers, advisors and consultants to acquire shares as long term investments.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
We will send or give the documents containing the information specified in Part
I of Form S-8 to individuals who receive shares pursuant in our 2011 Stock
Option Plan, and who, in the case of an award of stock options, consent to and
execute the required form of Stock Option Agreement or in the case of an award
of shares of common stock, consent to and execute the required form of
Restricted Share Grant Agreement. A copy of the 2011 Stock Option Plan is
attached as Exhibit 4.1 to this Form S-8, the form of Stock Option Agreement for
use under the 2011 Stock Option Plan is attached as Exhibit 4.2 to this Form
S-8.
This registration statement relates to a maximum of 2,500,000 common shares in
the capital of First American Silver Corp. issuable pursuant to the exercise of
options or other awards granted under the 2011 Stock Option Plan.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
We will provide, without charge, to each person to whom a copy of the 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 10(a)
prospectus). Requests should be directed to the Tom Menning, President, First
American Silver Corp., 10597 Double R Boulevard, Ste. 2, Reno, NV 89521. Our
telephone number is 775-323-3278.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
registration statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this registration
statement, except for any information superseded by information in this
registration statement.
The following documents filed by our company with the United States Securities
and Exchange Commission (the "SEC") are incorporated herein by reference:
1. The description of our company's common stock contained in our registration
statement on Form S-1, as amended (SEC file number 333-157515), filed with
the Securities and Exchange Commission on December March 31, 2009,
including all amendments and reports for the purpose of updating such
description;
2. Our latest Annual Report on Form 10-K filed on March 18, 2011;
3. Our Quarterly Report on Form 10-Q filed on April 14, 2011;
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4. Our Quarterly Report on Form 10-Q filed on July 15, 2011;
5. Our Quarterly Report on Form 10-Q filed on November 16, 2011;
5. Our Current Reports on Form 8-K filed on May 17, 2011, October 14, 2011 and
November 14, 2011.
In addition to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all of the
securities offered pursuant to this 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.
You may read and copy any reports, statements or other information we have filed
at the SEC's Public Reference Room at 100 F Street North East, Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. Our filings are also available on the Internet at the
SEC's website at http://www.sec.gov.
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:
* 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;
* 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
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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
* 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.
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:
* 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;
* if such a quorum is not obtainable, by a majority vote of the directors who
were not parties to such action, suit or proceeding;
* 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
* by our shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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4.1 2011 Stock Option Plan (incorporated by reference to our Current
Report on Form 8-K filed on November 14, 2011)
4.2* Form of Stock Option Agreement
5.1* Opinion of Macdonald Tuskey
23.1 Consent of Macdonald Tuskey (included in Exhibit 5)
23.2* Consent of Silberstein Ungar PLLC
24 Power of Attorney (included in signature page)
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* filed herewith
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ITEM 9. UNDERTAKINGS
(a) We hereby undertake:
(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, as amended;
(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 hereof) 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 and high end 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 a 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 this
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by our company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(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 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.
(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
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 persons controlling our
company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by our company of expenses incurred or
paid by a director, officer or controlling person of our 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, our company 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 Securities Act of 1933 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, 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 Reno, Nevada on April 24th 2012.
FIRST AMERICAN SILVER CORPORATION
/s/ Thomas J. Menning
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By: Thomas J. Menning, President, Treasurer,
Secretary and Director
(Principal Executive Officer and Principal
Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below
constitutes and appoints Thomas J. Menning 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 Securities and Exchange 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.
SIGNATURES
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.
/s/ Thomas J. Menning
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Thomas J. Menning, President, Treasurer,
Secretary and Director
(Principal Executive Officer and Principal
Financial Officer)
April 24th, 2012
/s/ Robert Suda
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Robert Suda, Director
April 24th, 2012
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