content: <PAGE>   1
  
  
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               Registration Statement
                                     Under the
                               Securities Act of 1933
  
                     AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
                     ------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
       Utah                                                        87-0421089
  - --------------------------------------------------------------------------------
  (State or Other Jurisdiction of                               (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
  
  
              3800 Hudson Bend Road, Suite #300, Austin, Texas 78734 
              ------------------------------------------------------
               (Address of Principal Executive Offices)   (Zip Code)
  
  
                        David W. Redding Services Agreement 
                        -----------------------------------
                              (Full Title of the Plan)
  
  
   Terry L. Young, CEO,  American Absorbents Natural Products, Inc., 3800 Hudson
                     Bend Road, Suite #300, Austin, Texas 78734
   ------------------------------------------------------------------------------
                      (Name and Address of Agent For Service)
  
  
                                    512-266-2481
                                    ------------
           (Telephone Number, Including Area Code, of Agent For Service)
  
  
  If any of the Securities being registered on this form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
  1933, other than securities offered only in connection with dividend or
  interest reinvestment plans, check the following Box:   (X)
  
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  - --------------------------------------------------------------------------------
                                  Proposed          Proposed
  Title of                        Maximum            Maximum
  Securities      Amount          Offering          Aggregate          Amount of
  to be           to be            Price            Offering         Registration
  Registered    Registered       Per Share            Price               Fee
  - --------------------------------------------------------------------------------
  <S>             <C>               <C>               <C>              <C>
  Common          20,000            $1.50             $30,000          $100.00
  - --------------------------------------------------------------------------------
  </TABLE>
  
  
  
  
                                         1
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
  ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents are incorporated by reference into this Registration
  Statement, and made a part hereof:
  
           (a)     The Company's latest annual report, for the fiscal year ended
                   January 31, 1996;
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Exchange Act since the end of such fiscal year;
  
           (c)     The description of the class of securities being registered is
                   incorporated in Form 8-A of the Securities Exchange Act of
                   1934 filed by the Company in January, 1994.
  
  ITEM 4 - DESCRIPTION OF SECURITIES.
  
  Not Applicable.
  
  ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Not Applicable.
  
  ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  Utah law expressly authorizes a Utah corporation to indemnify its directors,
  officers, employees, fiduciaries, and agents against liabilities arising out of
  such persons' conduct as directors, officers, employees, fiduciaries, or agents
  if they acted in good faith, in a manner they reasonably believed to be in or
  not opposed to the best interests of the Company, and, in the case of criminal
  proceedings, if they had no reasonable cause to believe their conduct was
  unlawful.  Generally, indemnification for such persons is mandatory if such
  person was successful, on the merits or otherwise, in the defense of any such
  proceeding, or in the defense of any claim, issue, or matter in the proceeding.
  In addition, the corporation may pay for or reimburse the reasonable expenses
  incurred by such a person who is a party to a proceeding in advance of final
  disposition if such person furnishes to the corporation a written affirmation
  of his good faith belief that he has met the requirements for indemnification
  and furnishes to the corporation a written undertaking to repay such expenses
  if it is ultimately determined that he did not meet the requirements.  In order
  to provide indemnification or advance expenses, the corporation must determine
  that the person meets the requirements for indemnification.  Such determination
  must be made by a majority of disinterested directors or committee members
  present at a meeting; by special legal counsel; or by a majority of the
  shareholders holding qualified shares voted at a meeting of the shareholders.
  A corporation may also purchase and maintain liability insurance on behalf of
  such persons.  ArticleVI of the Company's Restated Articles of Incorporation
  provides that the corporation shall indemnify its directors, officers,
  employees, fiduciaries, and agents to the full extent permitted by the laws of
  the State of Utah.  Article V of the Company's Bylaws also provides for the
  indemnification of such persons.  Also, the Company does not maintain any
  liability insurance on behalf of any directors, officers, or other persons
  affiliated with the Company.
  
  ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not Applicable.
  
  
  
  
                                         2
  
  
  
  
  
  <PAGE>   3
  
  ITEM 8 - EXHIBITS.
  
  See - Exhibits and Exhibit Index following the Signature Page hereof.
  
  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 of 1933;
  
                   (ii)     reflect in the prospectus any facts or events which,
                            individually or together, represent a fundamental
                            change in the information in the registration
                            statement; and,
  
                   (iii)    include any additional or changed material
                            information with respect to the plan of distribution.
  
  Except that, subparagraphs (i) and (ii) of this paragraph do not apply provided
  that the information required in a post- effective amendment is incorporated by
  reference from periodic reports filed by the Issuer under the Exchange Act.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post- effective amendment shall be treated as
  a new registration statement relating to the securities offered herein, and
  shall treat the offering of such securities at that time as 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) 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;
  
           (5) insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended, 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 such 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.
  
  
  
  
  
                                         3
  
  
  
  
  
  <PAGE>   4
  
                                     SIGNATURES
  
  
  The Registrant.  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 Austin, State of Texas, on July 31, 1996.
  
                                        AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
                                        ------------------------------------------
                                                        (Registrant)
  
                                        By  /s/ Terry L. Young        .    
                                        ------------------------------------------
                                            Terry L. Young, CEO
  
  
  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.
  
  <TABLE>
  <CAPTION>
       Signature                     Title                             Date    
       ---------                     -----                             ----    
  <S>                           <C>                               <C>          
    /s/ Terry L. Young          Chairman, Chief Executive         July 31, 1996
  - --------------------------    Officer, Director
  Terry L. Young               
                                                                               
                                                                               
                                                                               
    /s/ David W. Redding        Chief Financial Officer,          July 31, 1996
  - --------------------------    Principal Accounting Officer, 
  David W. Redding              Executive Vice President,                      
                                Treasurer, Director                            
                                                                               
                                                                               
                                                                               
    /s/ William C. Branch       Director                          July 31, 1996
  - --------------------------
  William C. Branch
  
  
  </TABLE>
  
  
  
                                         4
  
  
  
  
  
  <PAGE>   5
  
                                  EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
           EXHIBIT NO.              DESCRIPTION
           -----------              -----------
              <S>           <C>
               5            Opinion re: Legality
  
              15            Letter on audited financial information (incorporated herein by reference)
  
              24            Consents of experts and counsel
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12335}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN ABSORBENTS NATURAL PRODUCTS INC", "cik": "0000914553", "assigned-sic": "1400", "irs-number": "870421089", "state-of-incorporation": "UT", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09649", "film-number": "96604393"}, "business-address": {"street1": "3800 HUDSON BEND ROAD", "street2": "STE 300", "city": "AUSTIN", "state": "TX", "zip": "78734", "phone": "5122662481"}, "mail-address": {"street1": "3800 HUDSON BEND RD", "street2": "SUITE 300", "city": "AUSTIN", "state": "TX", "zip": "78734"}, "former-company": {"former-conformed-name": "GEO ENVIRONMENTAL RESOURCES INC", "date-changed": "19940203"}}
text: 1
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               Registration Statement
                                     Under the
                               Securities Act of 1933
  
                     AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
                     ------------------------------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
       Utah                                                        87-0421089
  - --------------------------------------------------------------------------------
  (State or Other Jurisdiction of                               (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
  
              3800 Hudson Bend Road, Suite #300, Austin, Texas 78734 
              ------------------------------------------------------
               (Address of Principal Executive Offices)   (Zip Code)
  
                        David W. Redding Services Agreement 
                        -----------------------------------
                              (Full Title of the Plan)
  
   Terry L. Young, CEO,  American Absorbents Natural Products, Inc., 3800 Hudson
                     Bend Road, Suite #300, Austin, Texas 78734
   ------------------------------------------------------------------------------
                      (Name and Address of Agent For Service)
  
                                    512-266-2481
                                    ------------
           (Telephone Number, Including Area Code, of Agent For Service)
  
  If any of the Securities being registered on this form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
  1933, other than securities offered only in connection with dividend or
  interest reinvestment plans, check the following Box:   (X)
  
                         CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
                                  Proposed          Proposed
  Title of                        Maximum            Maximum
  Securities      Amount          Offering          Aggregate          Amount of
  to be           to be            Price            Offering         Registration
  Registered    Registered       Per Share            Price               Fee
  - --------------------------------------------------------------------------------
  Common          20,000            $1.50             $30,000          $100.00
  - --------------------------------------------------------------------------------
  1
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents are incorporated by reference into this Registration
  Statement, and made a part hereof:
  
           (a)     The Company's latest annual report, for the fiscal year ended
                   January 31, 1996;
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Exchange Act since the end of such fiscal year;
  
           (c)     The description of the class of securities being registered is
                   incorporated in Form 8-A of the Securities Exchange Act of
                   1934 filed by the Company in January, 1994.
  
  ITEM 4 - DESCRIPTION OF SECURITIES.
  
  Not Applicable.
  
  ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Not Applicable.
  
  ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  Utah law expressly authorizes a Utah corporation to indemnify its directors,
  officers, employees, fiduciaries, and agents against liabilities arising out of
  such persons' conduct as directors, officers, employees, fiduciaries, or agents
  if they acted in good faith, in a manner they reasonably believed to be in or
  not opposed to the best interests of the Company, and, in the case of criminal
  proceedings, if they had no reasonable cause to believe their conduct was
  unlawful.  Generally, indemnification for such persons is mandatory if such
  person was successful, on the merits or otherwise, in the defense of any such
  proceeding, or in the defense of any claim, issue, or matter in the proceeding.
  In addition, the corporation may pay for or reimburse the reasonable expenses
  incurred by such a person who is a party to a proceeding in advance of final
  disposition if such person furnishes to the corporation a written affirmation
  of his good faith belief that he has met the requirements for indemnification
  and furnishes to the corporation a written undertaking to repay such expenses
  if it is ultimately determined that he did not meet the requirements.  In order
  to provide indemnification or advance expenses, the corporation must determine
  that the person meets the requirements for indemnification.  Such determination
  must be made by a majority of disinterested directors or committee members
  present at a meeting; by special legal counsel; or by a majority of the
  shareholders holding qualified shares voted at a meeting of the shareholders.
  A corporation may also purchase and maintain liability insurance on behalf of
  such persons.  ArticleVI of the Company's Restated Articles of Incorporation
  provides that the corporation shall indemnify its directors, officers,
  employees, fiduciaries, and agents to the full extent permitted by the laws of
  the State of Utah.  Article V of the Company's Bylaws also provides for the
  indemnification of such persons.  Also, the Company does not maintain any
  liability insurance on behalf of any directors, officers, or other persons
  affiliated with the Company.
  
  ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not Applicable.
  
                                         2
  3
  
  ITEM 8 - EXHIBITS.
  
  See - Exhibits and Exhibit Index following the Signature Page hereof.
  
  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 of 1933;
  
                   (ii)     reflect in the prospectus any facts or events which,
                            individually or together, represent a fundamental
                            change in the information in the registration
                            statement; and,
  
                   (iii)    include any additional or changed material
                            information with respect to the plan of distribution.
  
  Except that, subparagraphs (i) and (ii) of this paragraph do not apply provided
  that the information required in a post- effective amendment is incorporated by
  reference from periodic reports filed by the Issuer under the Exchange Act.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post- effective amendment shall be treated as
  a new registration statement relating to the securities offered herein, and
  shall treat the offering of such securities at that time as 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) 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;
  
           (5) insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended, 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 such 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.
  
                                         3
  4
  
                                     SIGNATURES
  
  The Registrant.  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 Austin, State of Texas, on July 31, 1996.
  
                                        AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
                                        ------------------------------------------
                                                        (Registrant)
  
                                        By  /s/ Terry L. Young        .    
                                        ------------------------------------------
                                            Terry L. Young, CEO
  
  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.
  Signature                     Title                             Date    
       ---------                     -----                             ----
  /s/ Terry L. Young          Chairman, Chief Executive         July 31, 1996
  - --------------------------    Officer, Director
  Terry L. Young               
                                                                               
                                                                               
                                                                               
    /s/ David W. Redding        Chief Financial Officer,          July 31, 1996
  - --------------------------    Principal Accounting Officer, 
  David W. Redding              Executive Vice President,                      
                                Treasurer, Director                            
                                                                               
                                                                               
                                                                               
    /s/ William C. Branch       Director                          July 31, 1996
  - --------------------------
  William C. Branch
  4
  5
  
                                  EXHIBIT INDEX
  EXHIBIT NO.              DESCRIPTION
           -----------              -----------
  5            Opinion re: Legality
  
              15            Letter on audited financial information (incorporated herein by reference)
  
              24            Consents of experts and counsel