As
filed with the Securities and Exchange Commission on May 30,
2008
Registration
Statement No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
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UNITED
HERITAGE CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Utah
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87-03728264
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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
200, One Energy Square
4925
Greenville Avenue
Dallas,
Texas
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75206
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(Address
of principal executive offices)
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(Zip
Code)
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United
Heritage Corporation 2008 Equity Incentive Plan
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(Full
title of the plan)
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Joseph
F. Langston Jr.
Suite
200, One Energy Square
4925
Greenville Avenue
Dallas,
Texas 75206
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(Name
and address of agent for service)
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(214)
800-2663
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(Telephone
number, including area code, of agent for
service)
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Se
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
(Do not check if
a smaller reporting company)
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Smaller
reporting company
x
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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(3)
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Common
Stock
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5,000,000
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$
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1.06
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$
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5,300,000
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$
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208.29
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Total
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5,000,000
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$
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1.06
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$
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5,300,000
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$
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208.29
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(1)
This
registration statement shall also cover any additional shares of common stock
which become issuable under the United Heritage Corporation 2008 Equity
Incentive Plan by reason of any stock dividend, stock split, recapitalization
or
other similar transaction effected without the registrant’s receipt of
consideration which results in an increase in the number of the outstanding
shares of the registrant’s common stock.
(2)
Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
based on the average of the high and low prices of the registrant’s common stock
on May 29, 2008 as reported by the Nasdaq Stock Market.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the United Heritage Corporation 2008 Equity
Incentive Plan, as specified by Rule 428(b)(1) promulgated by the Securities
and
Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as
amended (the “Securities Act”). Such documents need not be filed with the SEC
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424 in accordance with the Note
to
Part I of Form S-8. These documents, and the documents incorporated by reference
in this registration statement pursuant to Item 3 of Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation
of Documents by Reference.
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The
following documents are incorporated by reference into this registration
statement:
(a)
the
Annual Report on Form 10-KSB for the year ended March 31, 2007, as amended,
filed with the Securities and Exchange Commission on July 16, 2007;
(b)
the
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, as amended,
filed with the Securities and Exchange Commission on August 20,
2007;
(c)
the
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, as
amended, filed with the Securities and Exchange Commission on November 14,
2007;
(d)
the
Quarterly Report on Form 10-QSB for the quarter ended December 31, 2007, as
amended, filed with the Securities and Exchange Commission on February 19,
2008;
(e)
the
Current Reports on Form 8-K filed with the Securities and Exchange Commission
since March 31, 2007;
(f)
the
description of the registrant’s common stock contained in the registration
statement the registrant filed pursuant to Section 12 of the Exchange Act,
and
all amendments thereto and reports which have been filed for the purpose of
updating such description; and
(g)
all
documents filed by the registrant 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 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 into this registration statement and to be
a
part hereof from the date of filing of such documents.
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Item 4.
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Description
of Securities.
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The
securities being offered are registered under Section 12 of the Securities
Exchange Act of 1934.
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Item 5.
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Interests
of Named Experts and
Counsel.
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Erick
Richardson, a principal of Richardson & Patel LLP, the registrant’s legal
counsel, has an option for the purchase of 50,000 shares of the registrant’s
common stock. Once this registration statement is effective, the registrant
intends to issue shares of its common stock from the United Heritage Corporation
2008 Equity Incentive Plan in payment for legal services not related to capital
raising transactions that have been rendered to the registrant by Richardson
& Patel LLP.
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Item 6.
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Indemnification
of Directors and Officers.
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Part
9 of
the Utah Business Corporation Act empowers a corporation to indemnify its
directors and officers, advance or reimburse expenses to its directors and
officers, and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such indemnification is
permissible in certain situations and mandatory in other situations. In cases
where indemnification or advancing or reimbursing of expenses is permissible,
authorization and a determination of qualification must be made in each specific
case.
The
registrant’s articles of incorporation provide for the indemnification of its
directors and officers to the full extent permitted by law.
The
registrant’s bylaws provide that
no
officer or director shall be personally liable for any obligations of the
corporation or for any duties or obligations arising out of any acts or conduct
of said officer or director performed for or on behalf of the corporation and
that the registrant must reimburse any such person for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability. However, no officer or director may be indemnified against, or be
reimbursed for, or be defended against any expense or liability incurred in
connection with any claim or action arising out of his own negligence or willful
misconduct. The rights accruing to any person under the registrant’s bylaws
shall not exclude any other right to which he may lawfully be entitled. The
registrant, its directors, officers, employees and agents are fully protected
in
taking any action or making any payment, or in refusing so to do in reliance
upon the advice of counsel.
The
indemnification provided in the registrant’s bylaws is not exclusive of any
other right to indemnification. It is the intent of the registrant that all
officers and directors be indemnified to the fullest extent permitted by the
laws of the State of Utah and the registrant’s bylaws. The indemnification
provided continues as to any person who has ceased to be a director, officer
or
employee, and inures to the benefit of the heirs, executors and administrators
of any such person.
The
Board
of Directors may direct the registrant to purchase insurance
on
behalf
of any person who is or was a director, officer or employee of the registrant,
or is or was serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or
other enterprise, against any liability asserted against him and incurred by
him
in any such capacity, or arising out of his status as such, whether or not
the
registrant would have the power to indemnify him against liability under the
provisions of the registrant’s bylaws.
The
right
of any person to be indemnified shall be subject always to the right of the
corporation by the Board of Directors, in lieu of such indemnify, to settle
any
such claim, action, suit or proceeding at the expense of the corporation by
the
payment of the amount of such settlement and the costs and expenses incurred
in
connection therewith.
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Item 7.
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Exemption
from Registration Claimed.
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Not
applicable
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5.
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Opinion
regarding legality
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10.1
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United
Heritage Corporation 2008 Equity Incentive Plan
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23.1
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Consent
of Weaver and Tidwell LLP
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23.2
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Consent
of Richardson & Patel LLP (included in Exhibit
5)
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_____________________
(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 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; (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.
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 Dallas, Texas
on
this 30th day of May 2008.
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United
Heritage Corporation
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By:
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/s/
Joseph F. Langston Jr.
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Joseph
F. Langston Jr., President
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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:
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Dated:
May 30, 2008
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/s/
Paul D. Watson
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Paul
D. Watson,
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Chief
Executive Officer and
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Chairman
of the Board of Directors
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Dated:
May 30, 2008
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/s/
Joseph F. Langston Jr.
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Joseph
F. Langston Jr.,
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President,
Chief Financial Officer and Director
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Dated:
May 30, 2008
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/s/
Franz A. Skryanz
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Franz
A. Skryanz,
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Director
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Dated:
May 30, 2008
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/s/
Theodore D. Williams
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Theodore
D. Williams,
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Director
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Dated:
May 30, 2008
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/s/
Paul E. Hickey
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Paul
E. Hickey,
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Director
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