UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RANGER GOLD CORP.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of
incorporation or organization)
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74-3206736
(I.R.S. Employer Identification No.)
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Ranger Gold Corp.
2533 N. Carson Street, Suite 5018
Carson City, Nevada, 89706
Telephone: (775) 888-3133
(Address of Principal Executive Offices)
____________________
RANGER GOLD CORP. 2010 STOCK OPTION PLAN
(Full title of the plan)
Gurpartap Singh Basrai
2533 N. Carson Street, Suite 5018
Carson City, Nevada, 89706
Telephone: (775) 888-3133
(Name, address and telephone number, including area code, of Agent For Service)
Copy to:
David Lubin, Esq.
David Lubin & Associates, PLLC
5 North Village Avenue
Rockville Centre, New York
Telephone: (516) 887-8200
Facsimile: (516) 887-8250
**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. (Check one)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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 of offering price per share
(2)
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Proposed maximum aggregate
offering price
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Amount of
registration fee
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Common stock, par value $0.001 per share
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5,000,000
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$0.68
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$3,400,000
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$242.42
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(1)
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Represents shares issued pursuant to the Ranger Gold Corp. 2010 Stock Option Plan.
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(2)
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Pursuant to Rules 457(c) and 457(h)(1) of the Securities Act, the proposed maximum offering price per share is calculated upon the basis of the average of the bid and asked prices as reported on the Over the Counter B
ulletin Board on August 20, 2010; shares underlying outstanding options have varying exercise prices.
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PART I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2.
Registrant Information and Employee Plan Annual Information.
*
The documents containing the information specified in Part I will be sent or given to persons eligible to participate in the Ranger Gold Corp. 2010 Stock Option Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). We will maintain a file of such documents in accordance with the provisions of Rule 428 and, upon request, shall furnish to the Securities and Exchange Commission (the “Commission”) or its staff a copy or copies of documents included in such file. Pursuant to the instructions to Form S-8, these documents are not required to be and are not being filed either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute part of a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item
3. Incorporation of Certain Documents by Reference.
The following documents filed by Ranger Gold Corp. (“Ranger Gold”, “we” or “our”) with the Commission are incorporated by reference in this Registration Statement:
(1)
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, filed with the Commission on August 12, 2010;
(2)
Annual Report on Form 10-K for the annual year ended March 31, 2010, filed with the Commission on June 29, 2010;
(3)
Current Reports on Form 8-K, filed with the Commission on April 1, 2010 and April 26, 2010; and
(4) Description of Common Stock in our Registration Statement on Form 8-A (file number 000-53817), filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Commission on November 3, 2009, including any amendments or reports filed for the purposes of updating such description.
In addition, all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the respective dates of filing of such documents with the Commission. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein (or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein) 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. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item
6. Indemnification of Directors and Officers.
Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director or officer must not have had reasonable cause to believe his/her conduct was unlawful.
Under Section 78.751 of the Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined the officer or director did not meet the standards.
Our Articles of Incorporation provide that we will indemnify our directors and officers against personal liability to the fullest extent permitted under Nevada law as set forth in our bylaws. Our bylaws include an indemnification provision under which we have the power to indemnify, our current and former directors and officers, or any person who serves or served at our request for our benefit as a director or officer of another corporation or our representative in a partnership, joint venture, trust or other enterprise, against all expenses, liability and loss reasonably incurred by reason of being or having been a director, officer or representative of ours. We may make advances for expenses upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he/she is not entitled to be indemnified by us.
We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of such person’s actions.
Item 7. Exemption From Registration Claimed.
Not Applicable.
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Exhibit No.
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Description
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4.1*
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Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419).
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4.2*
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By-laws of the Registrant (filed as Exhibit 3.2 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419).
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4.3*
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Ranger Gold 2010 Stock Option Plan (filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010).
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4.4*
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Form of Stock Option Agreement (filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010).
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5.1
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Opinion of David Lubin & Associates, PLLC
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23.1
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Consent of David Lubin & Associates, PLLC (contained in Exhibit 5.1)
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23.2
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Consent of Robison, Hill & Co.
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*
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Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.
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1.
The undersigned Registrant hereby undertakes:
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(a)
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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 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;
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(b)
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That, for the purpose of determining any liability under 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 at that time shall be deemed to be the initial
bona fide
offering thereof; and
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(c)
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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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2.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.
3.
Insofar as indemnification for liabilities arising under the Securities Act 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 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 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 a 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.
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 Fremont, State of California, on this 3rd day of September, 2010.
RANGER GOLD CORP
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By:
/s/ Gurpartap Singh Basrai
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Chairman, President, Chief Executive and Operating Officer and Secretary (principal executive officer and principal financial officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gurpartap Singh Basrai his true and lawful attorney-in-fact and agent with full power of substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might and could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
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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Signature
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Title
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Date
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/s/
Gurpartap Singh Basrai
Gurpartap Singh Basrai
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Chairman, President, Chief Executive Officer, Chief Operating Officer, Secretary and Director (principal executive officer and principal financial officer)
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September 3, 2010
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/s/ Paul Strobel
Paul Strobel
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Director
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September 3, 2010
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/s/ Shelby Cave
Shelby Cave
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Director
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September 3, 2010
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1*
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Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419).
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4.2*
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By-laws of the Registrant (filed as Exhibit 3.2 to Registration Statement, filed with the Securities and Exchange Commission on June 4, 2008, file no. 333-151419).
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4.3*
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Ranger Gold 2010 Stock Option Plan (filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010).
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4.4*
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Form of Stock Option Agreement (filed with the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010).
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5.1
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Opinion of David Lubin & Associates, PLLC
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23.1
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Consent of David Lubin & Associates, PLLC (contained in Exhibit 5.1)
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23.2
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Consent of Robison, Hill & Co.
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*
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Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.
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