SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
NOVASTAR
RESOURCES LTD.
(Exact
name of Registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
91-1975651
(IRS
Employer Identification
No.)
821
E. 29th
North
Vancouver, B.C. V7K 1B6
(Address
of Principal Executive Offices, including ZIP Code)
2005
Augmented Compensation Plan for Outside Consultants
(Full
title of the plan)
Gary
R. Henrie
10616
Eagle Nest Street
Las
Vegas, Nevada 89141
(Name and
address of agent for service)
(702)
616-3093
(Telephone
number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of securities to be registered |
Amount
to be
registered |
Proposed
maximum offering price
per
share |
Proposed
maximum aggregate offering price |
Amount
of registration fee |
|
$.001
par value common stock |
20,000,000 |
$0.145(1) |
$2,900,000.00 |
$341.33 |
|
Totals |
20,000,000 |
|
$2,900,000.00 |
$341.33 |
(1) This
calculation is made solely for the purposes of determining the registration fee
pursuant to the provisions of Rule 457(c) under the Securities Act of 1933, as
amended, and is calculated on the basis of the last sale of the common stock
reported on the OTC Bulletin Board as of August 12, 2005, a date within five
business days prior to the filing of this registration statement.
PROSPECTUS
NOVASTAR
RESOURCES LTD.
20,000,000
Shares of Common Stock
This
prospectus relates to the offer and sale by Novastar Resources Ltd., a Nevada
corporation ("Company"), of shares of its $.001 par value per share common stock
to outside consultants (the "Consultants") pursuant to the 2005 Augmented
Compensation Plan for Outside Consultants (the "Stock Plan") that has been
approved by the board of directors of the Company. Pursuant to the Stock Plan,
in payment for services rendered, the Company is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, to the consultants
covered by the Stock Plan, up to 20,000,000 shares of common stock.
The
common stock is not subject to any restriction on transferability, except with
respect to resale restrictions applicable to shares of our common stock that are
delivered to Consultants that are deemed to be our affiliates. Recipients of
shares other than persons who are "affiliates" of Company within the meaning of
the Securities Act of 1933 (the "Act") may sell all or part of
the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of the Company or any
one of its subsidiaries. An "affiliate" of Company is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
Consultant who is not now an "affiliate" becomes an "affiliate" in the future,
he/she would then be subject to Section 16(b) of the Exchange Act. The common
stock is traded on the OTC Bulletin Board under the symbol
"NVAS.OB."
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date
of this prospectus is August 18, 2005
This
prospectus is part of a registration statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of
any document or part thereof incorporated by reference in this prospectus but
not delivered herewith will be furnished without charge upon written or oral
request. Requests should be addressed to: Paul G. Carter, chief executive
officer, 821 E. 29th, North Vancouver, B.C. V7K 1B6. The Company's telephone
number is 604-904-6946.
Company
is subject to the reporting requirements of the Exchange Act and in accordance
therewith files reports and other information with the Commission. These
reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the
Commission
at 450 Fifth Street, N.W. Washington D.C. 20549.
No person
has been authorized to give any information or to make any representation, other
than those contained in this prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. This prospectus does not constitute an offer or a solicitation
by anyone in any state in which such is not authorized or in
which the
person making such is not qualified or to any person to whom it is unlawful to
make an offer or solicitation.
Neither
the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has not been a change in the
affairs of the Company since the date hereof.
TABLE
OF CONTENTS
INFORMATION
REQUIRED IN THE SECTION 10(a)
PROSPECTUS..........................................6
Item 1.
Stock Plan
Information............................................................................................................6
Item 2.
Registrant Information and Employee Plan Annual
Information……………………...........7
INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT........................................7
Item 3.
Incorporation of Documents by
Reference.............................................................................7
Item 4.
Description of
Securities.........................................................................................................8
Item 5.
Interests of Named Experts and
Counsel................................................................................8
Item 6.
Indemnification of Officers, Directors, Employees and Agents;
Insurance............................8
Item 7.
Exemption from Registration
Claimed..................................................................................10
Item 8.
Exhibits
.................................................................................................................................10
Item 9.
Undertakings.........................................................................................................................10
SIGNATURES...................................................................................................................................12
EXHIBIT
INDEX
..............................................................................................................................12
PART
1
INFORMATION
REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM
1. STOCK PLAN INFORMATION.
THE
COMPANY
The
Company has its principal executive offices at 821 E. 29th, North Vancouver,
B.C. V7K 1B6. The Company's telephone number is 604-904-6946.
PURPOSE
The
Company will issue common stock to certain consultants pursuant to consulting
agreements entered into between these consultants and the Company, and pursuant
to the Stock Plan, which have been approved by the Board of Directors of the
Company. The agreements and the Stock Plan are intended to provide a method
whereby the Company may be stimulated by the personal
involvement
of the Consultants in our future prosperity, thereby advancing the interests of
the Company, and all of our shareholders. A copy of the Stock Plan has been
filed as an exhibit to this registration statement.
COMMON
STOCK
The Board
has authorized the issuance of up to 20,000,000 shares of the common stock to
the persons covered by the Stock Plan upon effectiveness of this registration
statement.
THE
CONSULTANTS
The
Company relies on a variety of outside or independent consultants for a variety
of services from time to time. In exchange for consulting services that benefit
us, we anticipate entering into agreements whereby our Consultants agree to
provide their expertise and advice to the Company for the purposes set forth in
their consulting agreements and we intend to compensate them for
their
services
under the terms of the Stock Plan by delivering shares of our common stock to
them in lieu of cash compensation.
NO
RESTRICTIONS ON TRANSFER
The
Consultants will become the record and beneficial owners of the shares of common
stock upon issuance and delivery and are entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
TAX
TREATMENT TO THE CONSULTANTS
The
common stock is not qualified under Section 401(a) of the Internal Revenue Code.
The Consultants, therefore, will be required for federal income tax purposes to
recognize compensation during the taxable year of issuance unless the shares are
subject to a substantial risk of forfeiture. Accordingly, absent a specific
contractual provision to the contrary, the Consultants will receive compensation
taxable at ordinary rates equal to the fair market value of the shares on the
date of receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. The Consultants are urged to consult each of their tax
advisors on this matter. Further, if any recipient is
an
"affiliate," Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
TAX
TREATMENT TO THE COMPANY
The
amount of income recognized by any recipient hereunder in accordance with the
foregoing discussion will be a tax deductible expense by the Company for federal
income tax purposes in the taxable year of the Company during which the
recipient recognizes income.
RESTRICTIONS
ON RESALES
In the
event that an affiliate of the Company acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of common stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit," as computed
under
Section 16(b) of the Exchange Act, would be required to be disgorged from the
recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under Section 16(b) of the Exchange
Act, the price paid for the common stock issued to affiliates is equal to the
value of services rendered. Shares of common stock acquired hereunder by persons
other than affiliates are not subject to Section 16(b) of the Exchange
Act.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Not
Applicable.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed with the Securities and Exchange
Commission
(the "Commission") by International Food Products Group, Inc., a
Nevada
corporation,
are incorporated herein by reference:
(a) The
Company's latest Annual Report on Form 10-KSB for the year ended June 30, 2004,
filed with the Securities and Exchange Commission; as well as the Company's
quarterly reports filed on Form 10-QSB for the three month periods ended
September 30, 2004, December 31, 2004 and March 31, 2005;
(b) The
reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended June 30, 2004;
(c) All other
documents filed by the Company after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be 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.
Gary R.
Henrie, Esq., of the law office of Gary R. Henrie, Attorney at Law, has provided
legal services and advice to the Company in connection with a variety of
corporate and securities matters, including the registrant's compliance with the
periodic reporting requirements of the Securities Exchange Act of 1934, and
advice on a variety of matters. His entire relationship with us has been as
legal counsel, and there are no arrangements or understandings which would in
any way cause him to be deemed an affiliate of the Company.
ITEM
6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Section
78.7502 of the Nevada Revised Statutes provides:
Discretionary
and mandatory indemnification of officers, directors, employees and agents:
General provisions.
1. 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. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act 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 that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. 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 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 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.
3. 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 in subsections 1 and 2, 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 indemnification provisions are broad enough to encompass certain
liabilities of directors and officers of Company under the Securities and
Exchange Act of 1933.
INSOFAR
AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE
PROVISIONS
OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, 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 THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable.
ITEM
8. EXHIBITS.
(a) The
following exhibits are filed as part of this registration statement pursuant to
Item 601 of the Regulation S-K and are specifically incorporated herein by this
reference:
Exhibit
No. Title
___________
________________________________________________________________
5.1 Legal
opinion of Gary R. Henrie, Esq.
10.1 2005
Augmented Compensation Plan for Outside Consultants
23.1 Consent
of Gary R. Henrie, Esq. (Exhibit 5.1)
23.2 Consent
of Morgan & Company, Independent Chartered Accountants
ITEM
9. UNDERTAKINGS.
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 to:
(i) include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) 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, represents a fundamental change in the
information set forth in the registration statement;
(iii) 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 (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed 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.
(2) That, for
the purpose of determining any liability pursuant to 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
offered 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.
(4) To
deliver or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(5) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of registrant pursuant
to the foregoing provisions, or otherwise, registrant has been advised that in
the opinion of the Securities and Exchange 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 registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.
The
undersigned hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of registrant's annual report
pursuant to Section 13(a) 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies 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 North Vancouver,
B.C. on this 15th day of August, 2005.
NOVASTAR
RESOURCES LTD.
(Registrant)
/s/ Paul G. Carter
Paul G.
Carter
Chief
Executive Officer
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.
SIGNATURES TITLE DATE
________________________________________________________________________________
/s/
Paul G; Carter Principal
Executive Officer August
15, 2005
Paul G.
Carter Principal
Financial Officer
Principal
Accounting Officer
Director
INDEX
TO EXHIBITS
Exhibit
No. Title
___________
________________________________________________________________
5.1 Legal
opinion of Gary R. Henrie, Esq.
10.1 2005
Augmented Compensation Plan for Outside Consultants
23.1
Consent of Gary R. Henrie, Esq. (Exhibit 5.1)
23.2 Consent
of Morgan & Company, Independent Chartered Accountants