Securities Registration: Employee Benefit Plan (s-8)
September 20 2016 - 4:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 20, 2016
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EURASIAN MINERALS INC.
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA, CANADA
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Not Applicable.
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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Suite 501, 543 Granville Street
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Vancouver, British Columbia, Canada
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V6C 1X8
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(Address of Principal Executive Offices)
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(Zip Code)
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STOCK OPTION PLAN
(Full Title of the Plan)
ONEILL LAW CORPORATION
Suite 704, 595 Howe Street,
Box 35
Vancouver, BC V6C 2T5, Canada
(Name and Address of Agent
for Service)
(604) 687-5792
(Telephone Number, including
area code, of Agent for Service)
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 [ ]
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Accelerated filer [ ]
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Non-accelerated filer [X]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to
be Registered
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Amount to
be
Registered
(1)
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Proposed
Maximum Offering
Price Per
Share
(2)
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Proposed Maximum
Aggregate Offering
Price
(2)
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Amount of
Registration Fee
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Common Shares
without par value
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7,397,471
Shares
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$1.04
Per Share
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$7,693,369.84
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$774.72
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(1)
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This registration statement covers the common shares
issuable upon the exercise of options granted pursuant to Eurasian
Minerals Inc.s (the Company) Stock Option Plan to directors, officers,
employees and eligible consultants of the Company. This registration
statement also covers an indeterminable number of additional common shares
which may become issuable under the Stock Option Plan by reason of any
stock dividend, stock split, re-capitalization or any other similar
transaction which may be effected without the receipt of consideration
which results in an increase in the number of the registrants outstanding
common shares.
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(2)
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The Proposed Maximum Offering Price Per Share is
estimated pursuant to Rule 457 of the Securities Act of 1933 (the
Securities Act) based upon the average of the high price of $1.06 and
closing low price of $1.02 per share for the Companys common shares as
quoted on the NYSE MKT on September 16, 2016. The Proposed Maximum
Aggregate Offering Price is estimated based on the Proposed Maximum
Offering Price Per Share multiplied by the total number of shares of
common shares to be registered. These amounts are calculated solely for
the purpose of calculating the amount of the registration fee pursuant to
Rule 457 of the Securities Act.
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1
PART I
INFORMATION REQUIRED IN SECTION 10(A)
PROSPECTUS
The document(s) containing the information specified in Part I
of this Form S-8 will be given to participants in Eurasian Minerals Inc.'s Stock
Option Plan as required under Rule 428 of the Securities Act of 1933 (the
Securities Act). These documents will not be filed with the Securities and
Exchange Commission (the "SEC"), but constitute, together with the documents
incorporated by reference into this Registration Statement by Item 3 of Part II
of this Registration Statement, a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents, filed by Eurasian Minerals Inc. (the
Company) with the SEC, are hereby incorporated by reference in this
Registration Statement:
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(a)
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The Companys Form 20-F for the fiscal year ended
December 31, 2015;
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(b)
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All other reports, if any, filed by the Company pursuant
to Section 13(a) or 15(d) of the US Exchange Act since the end of the
Companys fiscal year ended December 13, 2015; and
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(c)
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The description of the Shares contained in the Companys
Annual Information Form filed as an exhibit to, and incorporated by
reference in, the Companys registration statement on Form 40-F filed
under Section 12 of the US Exchange Act on January 24, 2012, including any
amendment or description filed for the purpose of updating such
descriptions.
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All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and documents.
Any statement contained in an incorporated document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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No expert or counsel named in this Registration Statement as
having prepared or certified any part of this Registration Statement or having
given an opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or offering of such
securities was employed on a contingency basis, or had, or is to receive, in
connection with the offering, a substantial interest, direct or indirect, in the
Company, nor was any such person connected with the Company as a promoter,
managing or principal underwriter, voting trustee, director, officer, or
employee.
2
Item 6.
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Indemnification of Directors and
Officers.
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The Companys articles (the British Columbia equivalent of
by-laws) provide that the Company must indemnify a director, officer, former
director or officer or alternate director of the Company and their heirs and
legal personal representatives, as set out in the
Business Corporations
Act
(British Columbia) (the BCA), against all eligible penalties to which
such person is or may be liable, and the Company 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, officer,
former director and officer and alternate director is deemed to have contracted
with the Company on the terms of the indemnity contained in Companys articles.
Furthermore, the Company must pay, as they are incurred in advance of the final
disposition of an eligible proceeding, the expenses actually and reasonably
incurred by an eligible party in respect of that proceeding but the Company must
first receive from the eligible party a written undertaking that, if it is
ultimately determined that the payment of expenses is prohibited by the BCA, the
eligible party will repay the amounts advanced. In addition, the Company may
indemnify any other person in accordance with the BCA.
The enforcement by shareholders of civil liabilities under
United States federal securities laws may be affected adversely by the fact that
the Company is incorporated under the
BCA
, some of its directors and its
executive officers are residents of Canada and a substantial portion of its
assets and the assets of such persons are located outside the United States.
Shareholders may not be able to sue a foreign company or its officers or
directors in a foreign court for violations of United States federal securities
laws. It may be difficult to compel a foreign company and its officers and
directors to subject themselves to a judgment by a United States court.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
3
The Company hereby undertakes:
1.
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To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(ii)
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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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement;
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(iii)
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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;
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Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if this Registration Statement is on Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
SEC by the Company pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in this Registration
Statement.
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2.
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That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement related 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.
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3.
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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.
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The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Companys annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
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 SEC 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 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 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.
4
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant, Eurasian Minerals Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing a 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 Vancouver, British
Columbia, Canada, on September 20, 2016
EURASIAN MINERALS INC.
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By:
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/s/ David M. Cole
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David M. Cole, Chief Executive Officer and
President
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(Principal Executive Officer)
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints David M. Cole and Christina Cepeliauskas as his or her true and lawful
attorneys-in-fact and agent with full power of substitution and re-substitution
for and in his or her name, place and stead, in any and all capacities, to sign
on his or her behalf any or all amendments to this Registration Statement
(including post-effective amendments or any abbreviated registration statements
and any amendments thereto filed pursuant to Rule 462(b) increasing the number
of securities for which registration is sought) and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC, with
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in connection therewith, as fully to all
intents and purposes as he or her might or could do in person hereby ratifying
and confirming all that said attorney-in-fact, or his substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following person in the
capacities and on the date indicated.
Signature
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Title
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Date
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Chief Executive Officer,
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/s/
David M. Cole
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President, and Director
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September 20, 2016
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DAVID M. COLE
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(Principal Executive Officer)
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/s/
Christina Cepeliauskas
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Chief Financial Officer
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September 20, 2016
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CHRISTINA CEPELIAUSKAS
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(Principal Financial Officer)
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/s/
Michael D. Winn
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Director
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September 16, 2016
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MICHAEL D. WINN
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/s/
Brian E. Bayley
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Director
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September 20, 2016
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BRIAN E. BAYLEY
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/s/
Brian K. Levet
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Director
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September 20, 2016
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BRIAN K. LEVET
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/s/
Larry M. Okada
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Director
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September 20, 2016
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LARRY M. OKADA
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