As filed with the Securities and Exchange Commission on: October 26, 2000
Registration No. 333- _____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TENGASCO, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 87-0267438
(State of incorporation) (I.R.S. Employer I.D. Number)
603 MAIN AVENUE
KNOXVILLE, TENNESSEE 37902
(Address of principal executive offices) (zip code)
TENGASCO, INC. STOCK INCENTIVE PLAN
Full Title of the Plan
MR. ROBERT M. CARTER
PRESIDENT
TENGASCO, INC.
603 MAIN AVENUE
KNOXVILLE, TENNESSEE 37902
(Name and address of agent for service)
(865) 523-1124
(Telephone number, including area code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
==========================================================================
Title of Amount To Proposed Proposed Amount
Class of Be Maximum Maximum of Fee
Securities To Registered(1) Price per Offering
Be Registered Share(2) Price
--------------------------------------------------------------------------
Common 1,000,000 $9.00 $9,000,000 $2,376
Stock, $.001
par value
==========================================================================
-------------
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers any additional securities that may be offered
or issued in connection with any stock split, stock dividend, recapitalization
or any other similar transaction effected without the receipt of consideration,
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2)Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee
calculation based on the closing price of the Registrant's Common Stock as
reported on the American Stock Exchange on October 24, 2000.
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PART I
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the section 10(a) prospectus
(the "Prospectus") is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Act"), and the
Note to Part I of Form S-8. The Prospectus will be provided to the participants
in the Tengasco, Inc. Stock Incentive Plan (the "Plan") as specified by Rule 428
(b)(1) of the Act. The Registrant will also provide participants a written
statement advising them of the availability, without charge, upon written or
oral request, of documents incorporated by reference in Item 3 of Part II
hereof. The statement shall also include the address listing the title or
department and telephone number to which the request is to be directed.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
1. Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.
2. Registrant's Quarterly Report on Form 10-QSB for the Quarter ended March
31, 2000.
3. Registrant's Quarterly Report on Form 10-QSB for the Quarter ended June
30, 2000.
4. Registrant's Current Report on Form 8-K for event dated August 16, 2000.
5. The Description of the Registrant's Common stock contained in the
Registrant's Registration statement on Form 10-SB filed with the Commission on
August 5, 1997, File No. 0-20975, pursuant to Section 12(g) of the Securities
Exchange
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Act of 1934 (the "Exchange Act"), including any report or amendment filed for
the purpose of updating such description.
6. The In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this registration statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of shares of Common Stock offered hereby have been passed upon
for the Registrant by Robson Ferber Frost Chan & Essner, LLP, 530 Fifth Avenue,
New York, New York 10036. As of the date of this Registration Statement, certain
partners of Robson Ferber Frost Chan & Essner, LLP beneficially own an aggregate
of 35,100 shares of the Registrant's Common Stock, all of which were purchased
in the open market. In addition, certain partners of Robson Ferber Frost Chan &
Essner, LLP have been granted options to purchase additional shares of the
Registrant's Common Stock and may further be granted options and/or rights under
the Plan. However, if such options and/or rights are granted under the Plan,
such grant will be conditioned upon the surrender to the Company of any prior
options granted.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Tennessee corporation. Section 48-18-502 of the
Tennessee Business Corporation Act (the "TBCA") allows a corporation to
indemnify any director in any civil or criminal proceeding (other than a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or any other proceeding in which he or she
was adjudged liable on the basis that he or she improperly received a personal
benefit) by reason of service as a director if the person to be indemnified
conducted himself or herself in good faith and in a manner 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
the conduct was unlawful.
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Unless limited by its charter, Section 48-18-503 of the TBCA requires a
corporation to indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was a party
because of his or her role as director against reasonable expenses incurred in
connection with the proceeding. The Registrant's charter does not provide any
limitations on this right of indemnification.
Pursuant to Section 48-18-504 of the TBCA, the Registrant may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a statement of the director's good faith belief that he or she
has met the standard of conduct described in Section 48-18-502.
Section 48-18-505 of the TBCA permits a court, upon application of a
director, to order indemnification if it determines that the director is
entitled to mandatory indemnification under Section 48-18-503 or that he or she
is fairly and reasonably entitled to indemnification, whether or not he or she
met the standards set forth in Section 48-18-502.
Section 48-18-506 of the TBCA limits indemnification under Section
48-18-502 to situations in which either (i) the majority of a disinterested
quorum of directors; (ii) independent special legal counsel; or (iii) the
stockholders determine that indemnification is proper under the circumstances.
Section 48-18-507 of the TBCA extends certain indemnification rights to
officers, employees and agents of a corporation as well.
Regardless of whether a director, officer, employee or agent has the right
to indemnity under Section 48-18-502 or Section 48-18-503 of the TBCA, Section
48-18-508 allows the corporation to purchase and maintain insurance on his or
her behalf against liability resulting from his or her corporate role.
Section 48-18-509 of the TBCA provides that the rights to indemnification
and advancement of expenses shall not be deemed exclusive of any other rights
under any bylaw, agreement, stockholder vote or vote of disinterested directors;
however, no indemnification may be made where a final adjudication adverse to
the director establishes his or her liability for breach of the duty of loyalty
to the corporation or its stockholders or for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Regsitrant has been
advised that in the
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opinion of the 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 payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defenses of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being offered
hereunder, the Registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Tengasco, Inc. Incentive Stock Plan
5.1 Opinion of Robson Ferber Frost Chan & Essner, LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Robson Ferber Frost Chan & Essner, LLP is contained in
Exhibit No. 5.1
24.1 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(A) to include any prospectus required by Section 10(a)(3) of the Act;
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(B) to 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, represent a
fundamental change in the information set forth in the Registration Statement;
and
(C) 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; provided,
however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the 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.
(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 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 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 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 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 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 cause this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Knoxville, State of Tennessee, on October 26, 2000.
TENGASCO, INC.
(Registrant)
By: /s/ ROBERT M. CARTER
------------------------
Robert M. Carter, President
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert M. Carter and Mark A. Ruth, and each of
them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments, to
this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
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 report has
been signed below by the following persons on behalf of the registrant and in
their capacities and on the dates indicated.
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Signature Title Date
s/MALCOLM E. RATLIFF Chief Executive Officer; October 25, 2000
---------------------
Malcolm E. Ratliff Chairman of the Board
Of Directors
s/JOSEPH EARL ARMSTRONG Director October 25, 2000
-----------------------
Joseph Earl Armstrong
s/BENTON L. BECKER Director October 25, 2000
-------------------
Benton L. Becker
s/EDWARD W.T. GRAY III Director October 26, 2000
---------------------
Edward W.T. Gray
s/ROBERT D. HATCHER, JR. Director October 25, 2000
------------------------
Robert D. Hatcher, Jr.
s/SANFORD E. MCCORMICK Director October 25, 2000
----------------------
Sanford E. McCormick
s/SHIGEMI MORITA Director October 25, 2000
----------------------
Shigemi Morita
s/ALLEN H. SWEENEY Director October 25, 2000
-------------------
Allen H. Sweeney
s/ROBERT M. CARTER President October 25, 2000
----------------------
Robert M. Carter
s/MARK A. RUTH Principal Financial October 25, 2000
---------------------- and Accounting Officer
Mark A. Ruth
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