As filed with the Securities and Exchange Page 1 of ___ pages
Commission on November 17, 1999 Reg. No. 33- ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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Post Effective Amendment Number 1 to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MASON OIL COMPANY, INC.
(Exact name of registration as specified in charter)
Utah 37-109974
(State of Incorporation) (I.R.S. Employer Identification Number)
1325 Capital Circle, N.W., Unit C
Lawrenceville, Georgia 30043
(770) 338-1958
(Address of Principal Executive Offices)
Mason Oil Company, Inc.
Executive Stock Plan
(Full Title of the Plan)
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Paul Ingram Copy to:
President P. Christian Anderson
Mason Oil Company, Inc. Snell & Wilmer L.L.P.
3620 North Walker Street 111 East Broadway, Suite 900
Flagstaff, Arizona 86004 Salt Lake City, Utah 84111
(520) 522-6181 (801) 237-1900
(Name, address and telephone number,
including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
__________ ___________ ___________ _________________ ____________
N/A** N/A** N/A N/A N/A
(1) Calculated according to Rule 457 of the Securities Act of 1933 for
the purpose of determining the applicable registration fee. Based
upon the average of the bid and asked price per share of the
Registrant's common stock from October 20, 1999 to October 26, 1999.
* This is Post Effective Amendment No. 1 to the Registration on Form S-8
for the Mason Oil Company, Inc. Executive Stock Plan (Registration
No. 33-___________)
** No additional securities are to be registered and therefore no registration
fee is required.
<PAGE>
EXPLANATORY NOTE
This Post Effective Amendment No. 1 to Registration Statement on Form S-8
(the "Amended S-8") is being filed pursuant to Rule 462(c) of the Securities
Act of 1933. Mason Oil Company, Inc. (the "Issuer") hereby requests that this
Amended S-8 become effective as soon as is practicable pursuant to Section 8(c)
of the Securities Act.
The Amended S-8 is filed to correct an error on the Form S-8 by the Issuer
on November 2, 1999 (the "Original S-8") regarding the signatories of the S-8.
The Issuer's board of directors and officers changed as of October 22, 1999.
It was the intent of the Issuer that the directors and officers of the Issuer
before October 22, 1999 be the signatories to the S-8. The Original S-8,
however, has the officers and directors of the Issuer after October 22, 1999
being the signatories to the S-8. This Amended S-8 remedies this error.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, $.001 par value ("Common Stock") of Mason Oil Company, Inc. (the
"Company") in connection with the Executive Stock Plan.
The documents containing the information specified in Part 1, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and
Securities Act Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference the documents listed below, and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"):
(1) Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999;
(2) Description of Mason Oil Company's capital stock contained in its
registration statement on Form 10SB-1 filed May 14, 1996, including
all amendments or reports filed for the purpose of updating such
description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None; not applicable.
Item 6. Indemnification of Directors and Officers.
Part 9 of the Utah Revised Business Corporation Act (the "RBCA") contains
provisions entitling directors and officers of the Registrant to indemnification
under certain conditions from judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys' fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the Registrant. Indemnification under the RBCA is
generally permissible if the conduct of the director or officer was in good
faith and the director or officer reasonably believed that his or her conduct
was in, or not opposed to, the Registrant's best interest, and, in a criminal
case, the director or officer had no reasonable cause to believe his conduct was
unlawful. Such indemnification would not be permitted under the RBCA in
connection with a proceeding by or in behalf of the Registrant in which the
director or officer was adjudged liable to the Registrant, or in connection with
any other proceeding in which the director or officer was adjudged liable on the
basis that he or she derived an improper personal benefit.
Mandatory indemnification is required under the RBCA for a director or
officer who is successful, on the merits or otherwise, in the defense of any
proceeding, or any claim, issue or matter in a proceeding, to which he or she
was a party because he or she is or was a director or officer of the Registrant.
A court may order indemnification if mandatory under RBCA or if the court
determines that the director or officer is fairly and reasonably entitled to
indemnification under the circumstances, regardless of whether the director or
officer met the applicable standard of conduct or was adjudged liable to the
Registrant or adjudged liable on the basis of receipt of an improper personal
benefit.
Payment of expenses for officers and directors is permitted in advance of
a final disposition of a proceeding on certain conditions, including the
furnishing of written affirmation by the director or officer of such officer's
or director's good faith belief that he or she has met the applicable standard
of conduct, the furnishing of a written agreement to repay the advance if the
director or officer is ultimately determined not to have met the applicable
standard of conduct, and a determination is made that the facts then known to
the persons making the determination would not preclude indemnification under
the RBCA. This determination is to be made either by the Board of Directors, a
committee of the Board of Directors, special counsel, or the shareholders, under
conditions and procedures generally designed to assure the independence of the
body making the determination.
The Articles of Incorporation of the Registrant provide that the
Registrant shall indemnify and hold harmless to the fullest extent permitted by
applicable law any person, and such person's heirs and administrators, who shall
serve at any time as a director or officer of the Registrant, from and against
any and all claims, judgments and liabilities to which such persons shall become
subject by reason of being or having been a director or officer of the
Registrant, or by reason of any action alleged to be taken or omitted by such
person as a director or officer of Registrant. The Articles of Incorporation
also provide that Registrant shall reimburse each such person for all legal and
other expenses reasonably incurred in connection with such claim or liability,
and that the Registrant has the authority to defend such person from such claims
or liabilities. Indemnification under the Registrant's Articles of Incorporation
is restricted to such claims or liabilities as do not arise from such person's
own negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing arrangements, the Registrant has been
informed 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.
The Executive Stock Plan provides that to the extent permitted by law, the
Registrant will will indemnify and hold harmless each of Paul Ingram and John
Naylor (each, an "Executive") against any losses, claims, damages, liabilities,
or expenses, including without limitation attorneys' fees and disbursements, to
which each Executive may become subject under the Securities Act of 1933, as
amended (the "1933 Act") to the extent that such losses, claims, damages or
liabilities arise out of or are based upon any violation by the Registrant of
the 1933 Act, or any rule or regulation promulgated thereunder applicable to the
Registrant, or arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in the Form S-8, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arise out of any violation by the Registrant of any rule or
regulation promulgated under the 1933 Act applicable to the Registrant and
relating to action or inaction of the Registrant in connection with such Form
S-8; provided, however, that the indemnity agreement contained in the Executive
Stock Plan shall not apply to any loss, damage or liability to the extent that
the same arises out of or is based upon an untrue statement or omission made in
reliance upon and in conformity with information furnished by Each Executive in
writing for use in connection with such Form S-8.
Item 7. Exemption from Registration Claimed.
None; not applicable.
Item 8. Exhibits.
Exhibit Number Exhibit Description
5.1 Opinion Regarding Legality by Snell &
Wilmer, L.L.P., Counsel to Registrant
23.1 Consent of Snell & Wilmer, L.L.P.,
Counsel to Registrant (contained in the
Opinion Regarding Legality, attached
hereto as Exhibit 5.1)
23.3 Consent of Ehrhardt Keefe Steiner &
Hottman, P.C. Independent Public
Accountants
99.1 Executive Stock Plan, dated October 21,
1999
Item 9. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Sarasota, State of Florida, on October 21, 1999.
MASON OIL COMPANY, INC.
By /s/ Paul B. Ingram
Paul B. Ingram
President
<PAGE>
Pursuant to the requirements of the Securities 1933 Act, as amended, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated below.
/s/ Paul B. Ingram Date: October 21, 1999
Paul B. Ingram
Director, President, Secretary and Treasurer
/s/ John L. Naylor Date: October 21, 1999
John L. Naylor
Director and Vice President
/s/ John K. Price Date: October 21, 1999
John K. Price
Director
/s/ Geoffrey J. Pickles Date: October 21, 1999
Geoffrey J. Pickles
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Description
5.1 Opinion Regarding Legality by Snell &
Wilmer, L.L.P., Counsel to Registrant
23.1 Consent of Snell & Wilmer, L.L.P.,
Counsel to Registrant (contained in the
Opinion Regarding Legality, attached
hereto as Exhibit 5.1)
23.2 Consent of Ehrhardt Keefe Steiner &
Hottman, P.C., Independent Public
Accountants
99.1 Executive Stock Plan, dated October 21,
1999
EXHIBIT 5.1
Opinion Regarding Legality by Snell & Wilmer, L.L.P.
[Letterhead of Snell & Wilmer, L.L.P.]
October 29, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mason Oil Company, Inc.
Form S-8 Registration Statement
Executive Stock Plan
Ladies and Gentlemen:
This firm has acted as counsel to Mason Oil Company, Inc. (the "Company")
in connection with the preparation and filing of its registration statement on
Form S-8 under the Securities Act of 1933, as amended, covering the issuance of
an aggregate of 4,600,000 shares of common stock, $0.001 par value per share of
the Company (the "Common Stock"), pursuant to the Executive Stock Plan (the
"Plan").
We have examined the Company's Articles of Incorporation and bylaws and
the record of its corporate proceedings with respect to the registration
statement and have made such other investigation as we have deemed necessary in
order to express the following opinion.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Utah.
2. The Common Stock, when issued as contemplated by the Plan and the
registration statement will be legally issued, fully paid and
nonassessable.
We hereby consent to all references to this firm in the registration
statement and all amendments to the registration statement. We further consent
to the use of this opinion as an exhibit to the registration statement.
Very truly yours,
/s/Snell & Wilmer, L.L.P.
Snell & Wilmer, L.L.P.
EXHIBIT 23.2
Consent of Ehrhardt Keefe Steiner & Hottman PC, Independent Accountants
Board of Directors
Mason Oil Company, Inc.
Gentlemen:
We consent to the incorporation by reference in the Registration Statement
of Mason Oil Company, Inc. on Form S-8 of our report dated September 17, 1999,
appearing in the Annual Report on Form 10-KSB of Mason Oil Company, Inc. for
the year ended June 30, 1999.
/s/Ehrhardt Keefe Steiner & Hottman PC
By: Ehrhardt Keefe Steiner & Hottman PC
Denver, Colorado
October 29, 1999
EXHIBIT 99.1
Executive Stock Plan, dated October 21, 1999
MASON OIL COMPANY, INC.
EXECUTIVE STOCK Plan
THIS EXECUTIVE STOCK PLAN (the "Agreement") is made as of October 21,
1999, between Mason Oil Company, Inc., a Utah corporation (the "Company"), Paul
B. Ingram and John L. Naylor (each, an "Executive"). The effective date of this
Agreement (the "Effective Date") is the date the Form S-8 Registration Statement
becomes effective under the Securities Act of 1933, as amended (the "Act").
R E C I T A L S
A. Executives have provided services to the Company and the Company
desires to compensate Executives for such services.
B. Executives and the Company desire to enter into an agreement pursuant
to which the Company shall grant and issue Executives a total of
4,600,000 shares of the Company's common stock, $0.001 par value per
share (the "Shares").
C. The consideration for the grant and issuance of the Shares to
Executives shall consist of the above-recited services of Executives to
the Company and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and the grant of the
Shares to Executives shall be in full satisfaction of the Company's
obligations to compensate Executives for services rendered to the
Company.
D. The Company and Executives intend that this Agreement shall be a
"written compensation agreement" as defined in Rule 405 of the Act,
pursuant to which the Company may issue "freely tradeable" shares of its
common stock as payment for services rendered pursuant to a Form S-8
Registration Statement to be filed with the Securities and Exchange
Commission (the "Commission")
E. In connection with this Agreement, the Company shall prepare, in
connection with assistance from its legal counsel, a Form S-8
Registration Statement to be filed with the Commission to so register
the Shares under the Act.
NOW THEREFORE, the Company and Executives hereby agree as follows:
A G R E E M E N T
1. Issuance of Shares.
(a) On the Effective Date, the Company shall issue Shares to
the Executives in the following amounts:
(b) Paul B. Ingram: 2,300,000 Shares.
(c) John L. Naylor: 2,300,000 Shares.
(d) The Shares shall be issued to Executives in full satisfaction
of the Company's obligations to compensate Executives for
Executives' services rendered to the Company and the Company
shall have no further obligation to compensation Executives
for such services.
2. Representations and Warranties of Executive.
In connection with the grant and issuance of the Shares hereunder,
each Executive represents and warrants to the Company as of the date hereof and
as of the Effective Date that:
(a) The Shares to be acquired by Executive pursuant to this Agreement
shall be acquired for Executive's own account and not with a view
to, or intention of, distribution thereof in violation of the
Act, or any applicable state securities laws, and the Shares
shall not be disposed of in contravention of the Act or any
applicable state securities laws.
(b) Executive is an executive officer of the Company, is
sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Shares.
(c) Executive has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the issuance of
the Shares and has had full access to such other information
concerning the Company as he has requested.
(d) Executive understands the personal income consequences of the
grant and issuance of the Shares hereunder will be borne by
Executive, and Executive has or has had the opportunity to
consult with tax and/or legal counsel with respect to such tax
consequences.
3. Representations and Warranties of the Company.
In connection with the grant and issuance of the Shares hereunder,
the Company represents and warrants to each Executive as of the date hereof and
as of the Effective Date that:
(a) The Company is duly incorporated and validly existing, in good
standing under the laws of the state of Utah and has the requisite corporate
power to own its properties and to carry on its business as now being conducted.
(b) The Shares are duly authorized, validly issued, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof.
(c) Upon execution and delivery this Agreement constitutes the valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies.
(d) The Company shall fully comply with any and all federal and state
securities laws, rules and regulations governing the grant and issuance of the
Shares.
(e) The Company is required to file reports with the Commission
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the Company has and will file with the Commission all
reports required to be filed by it, and such reports are or will be true and
correct in every material respect.
4. Covenant of the Company Regarding Form S-8. The Company will use its
commercially reasonable best efforts to promptly register, or to cause to be
promptly registered, the Shares on a Form S-8 to be filed with the Commission.
5. Covenant of Each Executive Regarding Commission Laws. Each Executive
will transfer the Shares only in compliance with Commission laws.
6. Indemnification by the Company. To the extent permitted by law, the
Company will indemnify and hold harmless each Executive against any losses,
claims, damages, liabilities, or expenses, including without limitation
attorneys' fees and disbursements, to which each Executive may become subject
under the Act to the extent that such losses, claims, damages or liabilities
arise out of or are based upon any violation by the Company of the Act, or any
rule or regulation promulgated thereunder applicable to the Company, or arise
out of or are based upon any untrue or alleged untrue statement of any material
fact contained in the Form S-8, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or arise out
of any violation by the Company of any rule or regulation promulgated under the
Act applicable to the Company and relating to action or inaction of the Company
in connection with such Form S-8; provided, however, that the indemnity
agreement contained in this Section shall not apply to any loss, damage or
liability to the extent that the same arises out of or is based upon an untrue
statement or omission made in reliance upon and in conformity with information
furnished by each Executive in writing for use in connection with such Form S-8.
7. Notices. Any notice provided for in this Agreement must be in writing
and must be either personally delivered, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipient at the address below indicated:
To the Company:
Mason Oil Company, Inc.
Post Office Box 1566
Sarasota, Florida 34230
With copies to:
P. Christian Anderson
Snell & Wilmer, L.L.P.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
To Executives:
Paul B. Ingram
3620 North Walker Street
Flagstaff, Arizona 86004
John L. Naylor
c/o Paul B. Ingram
3620 North Walker Street
Flagstaff, Arizona 86004
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
8. General Provisions.
(a) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(b) Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
(c) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(d) Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by each
Executive, the Company and their respective successors and assigns (including
subsequent holders of Shares); provided that the rights and obligations of each
Executive under this Agreement shall not be assignable except in connection with
a permitted transfer of Shares hereunder.
(e) Choice of Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement and the exhibits
hereto shall be governed by the internal law, and not the law of conflicts, of
the State of Utah.
(f) Remedies. Each of the parties to this Agreement shall be
entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney's fees) caused by any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
(g) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company.
(h) Further Assurances. At any time, and from time to time, after
the execution hereof, each party will execute such additional instruments and
take such action as maybe reasonably requested by the other party to carry out
the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
MASON OIL COMPANY, INC.
/s/ Paul B. Ingram
By: Paul B. Ingram
Its: President
EXECUTIVES
/s/ Paul B. Ingram
Paul B. Ingram
/s/ John L. Naylor
John L. Naylor
