As filed with the Securities and Exchange Commission on March 20, 2007
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GLOBAL RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 84-156582
-------------------------- -------------------------------
(State of Incorporation) (I.R.S. Employer I.D. Number)
408 BLOOMFIELD DRIVE, UNIT #3, WEST BERLIN, NEW JERSEY 08091
(Address of Principal Executive Offices) (Zip Code)
2007 EMPLOYEES COMPENSATION AND STOCK OPTION PLAN
(Full title of the Plan)
Frank G. Pringle, Pres/CEO
408 Bloomfield Drive, Unit #3
West Berlin, New Jersey 08091
(856) 767-5661
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------- ---------------- -------------------- ------------------ ------------------
Proposed Maximum
Offering Price
Title of Securities Amount to be Per Unit Proposed Maximum Amount of
to be Registered Registered (1) Offering Price (2) Aggregate Registration Fee
-------------------------- ---------------- -------------------- ------------------ ------------------
Common Stock 2,500,000
$.001 par value shares $1.26 $3,150,000 $96.71
-------------------------- ---------------- -------------------- ------------------ ------------------
(1) The securities to be registered consist of 2,500,000 share of Common Stock
reserved for issuance under the Global Resource Corporation 2007 Employees
Compensation and Stock Option Plan. Under Rule 416, this Registration Statement
is deemed to include additional shares of Common Stock issuable under the terms
of the Plan to prevent dilution resulting from any stock split, stock dividend
or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the maximum number of securities issuable under the plan that are
covered by the registration statement as required by Rule 457(h), computed upon
the basis of the average of the bid and asked price of the securities of the
same class as of a recent date pursuant to Rule 457(c).
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PART I
The documents containing the information required by this Part I will be sent or
given to participants in the Plan by first class mail or hand delivery. These
documents and those incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:
a. The Company's most recent annual report filed on Form 10-KSB on July
20, 2006, together with the first amendment thereto filed July 24, 2006,
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which report contains audited financial statements
for the Company's latest fiscal year for which such statements have been filed.
The description of the Company's Common Stock is contained in that annual report
incorporated by reference herein.
b. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
documents of the Company referred to in (a) above, including the Company's
recent quarterly reports, filed on Form 10-QSB on August 21, 2006 and November
21, 2006 respectively, and especially the Form 8-K filed on September 27, 2006,
reporting on the acquisition which terminated the Company's status as a shell
corporation.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NEVADA LAW. Section 78.7502 of the Nevada General Corporation Law contains
provisions authorizing indemnification by the Company of directors, officers,
employees or agents against certain liabilities and expenses that they may incur
as directors, officers, employees or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent 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. Section 78.751 provides that such
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be ultimately found not to
be entitled to indemnification under the Section. Indemnification may be
provided even though the person to be indemnified is no longer a director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes the Company to obtain insurance on behalf of any such director,
officer employee or agent against liabilities, whether or not the Company would
have the power to indemnify such person against such liabilities under the
provisions of the Section 78.7502. The indemnification and advancement of
expenses provided pursuant to Sections 78.7502 and 78.751 are not exclusive, and
subject to certain conditions, the Company may make other or further
indemnification or advancement of expenses of any of its directors, officers,
employees or agents. Because neither the Articles of Incorporation, as amended,
or By-laws of the Company otherwise provide, notwithstanding the failure of the
Company to provide indemnification and despite a contrary determination by the
Board of Directors or its shareholders in a specific case, a director, officer,
employee or agent of the Company who is or was a party to a proceeding may apply
to a court of competent jurisdiction for indemnification or advancement of
expenses or both, and the court may order indemnification and advancement of
expenses, including expenses incurred in seeking court- ordered indemnification
or advancement of expenses if it determines that the petitioner is entitled to
mandatory indemnification pursuant to Section 78.7502(3) because he has been
successful on the merits, or because the Company has the power to indemnify on a
discretionary basis pursuant to Section 78.7502 or because the court determines
that the petitioner is fairly and reasonably entitled to indemnification or
advancement of expenses or both in view of all the relevant circumstances.
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ARTICLES OF INCORPORATION AND BY-LAWS The Articles of Incorporation and By-laws
of the Company, as amended, of the Company empower the Company to indemnify
current or former directors, officers, employees or agents of the Company or
persons serving by request of the Company in such capacities in any other
enterprise or persons who have served by the request of the Company is such
capacities in any other enterprise to the full extent permitted by the laws of
the State of Nevada. Pursuant to Nevada law and the Company's Articles of
Incorporation and By-laws, officers and directors of the Company (and former
officers and directors) are entitled to indemnification from the Company to the
full extent permitted by law. The Company's Articles of Incorporation and By-
laws generally provide for such indemnification for claims arising out of the
acts or omissions of the Company's officers and directors in their capacity as
such, undertaken in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. The conditions and extent of indemnification are set forth
in the Articles of Incorporation and By-laws of the Company and in the Indemnity
Agreements between the Company and each officer and director. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to officers, directors or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed 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. LIMITATION ON
LIABILITY As permitted by Nevada law, the Company's Articles of Incorporation
provide that a director of the Company shall not be personally liable for
monetary damages for a breach of fiduciary duty as such, except for liability
(i) for any breach of the director's duty of loyalty, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) for any transaction from which the director derived an improper
personal benefit. This provision is intended to afford the Company's directors
additional protection from, and limit their potential liability from, suits
alleging a breach of their duty of care. The Company believes this provision
will assist it in the future in securing the services of directors who are not
employees of the Company. As a result of the inclusion of such a provision,
shareholders may be unable to recover monetary damages against directors for
actions taken by them which constitute negligence or gross negligence or which
are in violation of their fiduciary duties although it may be possible to obtain
injunctive or other equitable relief with respect to such actions. If equitable
remedies are found not to be available to shareholders for any particular case,
shareholders may not have any effective remedy against the challenged conduct.
INDEMNITY AGREEMENT In order to induce and encourage highly experienced and
capable persons to serve as directors and officers, the Company has entered into
an Indemnity Agreement with each director and officer presently serving the
Company and will provide the same agreement to future directors and officers as
well as certain agents and employees. The Agreement provides that the Company
shall indemnify the director and/or officer, or other person, when he or she is
a party to, or threatened to be made a party to, a proceeding by, or in the name
of, the Company. Expenses incurred by the indemnified person in any proceeding
are to be paid to the fullest extent permitted by applicable law. The Agreement
may at some time require the Company to pay out funds which might otherwise be
utilized to further the Company's business objectives, thereby reducing the
ability of the Company to carry out its projected business plans.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
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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,
post-effective amendments(s) 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 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 the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act and 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 a new registration
statement relating to the securities offered therein and the offering of
such securities at that time shall be deemed 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 Plan.
(b) 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 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or 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 adjudication of such
issue.
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EXHIBIT INDEX
5.1 OPINION OF RICHARD C. FOX, ESQ.
10.7 2007 EMPLOYEES COMPENSATION AND STOCK OPTION PLAN
23.1 CONSENT OF RICHARD C. FOX, ESQ.
(contained in Exhibit 5.1)
23.4 CONSENT OF HJ ASSOCIATES & CONSULTANTS LLP
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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 Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in West Berlin, State of New Jersey, March 13 2007.
GLOBAL RESOURCE CORPORATION
By: /s/ Frank G. Pringle
-------------------------------
Frank G. Pringle, PRES/CEO
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Frank G. Pringle President/CEO, Director 3/12/07
------------------------
Frank G. Pringle
/s/ Jeffrey D. Andrews Director 3/12/07
------------------------
Jeffrey D. Andrews
/s/ Frederick A. Clark Director 3/12/07
------------------------
Frederick A. Clark
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