SEC File No. 333-72703
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
U.S. ENERGY CORP.
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(Exact Name of registrant as specified in its charter)
Wyoming
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(State or other jurisdiction of incorporation)
1090
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(Primary Standard Industrial Classification Code Number)
83-0205516
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(I.R.S. Employer Identification No.)
877 North 8th West, Riverton, Wyoming 82501
Tel. 307/856-9271
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(Address and telephone of registrant's principal executive offices)
Daniel P. Svilar
877 North 8th West, Riverton, Wyoming 82501
Tel. 307/856-9271
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(Name address and telephone of agent for service of process)
Approximate date of commencement of proposed sale to public: March 16, 1999.
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 check the following box. X
Exhibit Index begins on page 2.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Legal $ 7,000*
Audit 2,000*
SEC and
state fees 2,000*
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$ 11,000*
* Estimate
Item 20. Indemnification of Directors and Officers.
The Wyoming Business Corporation Act ("WBCA"), W.S. 17-16-850 et seq., provides
for indemnification of USE's officers, directors, employees, and agents against
liabilities which they may incur in such capacities. A summarization of
circumstances in which such indemnification may be available follows, but is
qualified by reference to registrant's Articles of Incorporation and the text of
the statute.
In general, any officer, director, employee, or agent may be indemnified against
expenses, fines, settlements, or judgments arising in connection with a legal
proceeding to which such person is a party, as a result of such relationship, if
that person's actions were in good faith, were believed by him or her to be in
(or at least not opposed to) registrant's best interests, and in the case of any
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful. Unless such person is successful upon the merits in such
an action, indemnification may be awarded only after a determination by decision
of the board of directors (by directors not at the time parties to the
proceeding) or by majority shareholder vote (excluding shares held or controlled
by directors who are at the time parties to the proceeding), or by opinion of
special legal counsel.
The circumstances under which indemnification would be made in connection with
an action brought on behalf of the registrant are generally the same as stated
above, except that indemnification is permitted only for reasonable expenses.
In addition, registrant has statutory authority to purchase insurance to protect
its officers, directors, employees, and agents against any liabilities asserted
against them, or incurred in connection with their service in such capacities.
Further, registrant may advance or reimburse funds to a director who is a party
to a proceeding, for reasonable expenses incurred in connection with a
proceeding.
Item 21. Exhibits and Financial Statement Schedules.
Schedules have been omitted because the information is not applicable
or because the information is included in the financial statements.
(b) Exhibits.
Exhibit No. Reference
3.1 USE Restated Articles of Incorporation........................[4]
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3.1(a) USE Articles of Amendment to
Restated Articles of Incorporation............................[8]
3.2 USE Bylaws, as amended through April 22, 1992.................[8]
4.1 Shamrock Partners, Ltd. 1/9/96 Warrant
to Purchase 200,000 Common Shares of USE.....................[13]
4.2 USE 1998 Incentive Stock Option Plan
and Form of Stock Option Agreement 1/99......................[26]
4.3 USE Restricted Stock Bonus Plan,
as amended through 2/94......................................[13]
4.4 Form of Stock Option Agreement,
and Schedule, Options Issued 1/96............................[14]
4.5 1/8/97 Amendment to Shamrock Partners, Ltd.
1/9/96 Warrant to Purchase 200,000
Common Shares of USE.........................................[15]
4.6 Amendment to USE 1989 Incentive
Stock Option Plan (12/13/96).................................[15]
4.7 USE 1996 Stock Award Program (Plan)..........................[15]
4.8 USE Restated 1996 Stock Award Plan and
Amendment to USE 1990 Restricted Stock Bonus Plan............[15]
4.9 Agreement with Sunrise Financial Group (12/1/97).............[22]
4.10 Sunrise Financial Group 1/9/98 Warrant to
Purchase 225,000 Common Shares of USE........................[22]
4.11 Agreement with Shamrock Partners, Ltd. (1/20/98).............[23]
4.12 Shamrock Partners, Ltd Warrant to Purchase
200,000 Common Shares of USE (1/23/98).......................[24]
5.1 Opinion of Stephen E. Rounds, Esq..............................10
10.1 USECC Joint Venture Agreement - Amended as of 1/20/89.........[2]
10.2 Management Agreement with USECC...............................[7]
10.3-10.4 [intentionally left blank]
10.5 Assignment and Lease - Parador................................[7]
10.6 Employment Agreement - Daniel P. Svilar.......................[4]
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10.7 Airport Ground Lease - City of Riverton.......................[7]
10.8 Executive Officer Death Benefit Plan..........................[4]
10.9 - 10.10 [intentionally left blank]
10.11 Sweetwater Mill Acquisition Agreement.........................[7]
10.12 - 10.17 [intentionally left blank]
10.18 Master Agreement - Mt. Emmons/AMAX............................[1]
10.19 [intentionally left blank]
10.20 Promissory Notes - ESOP/USE...................................[6]
10.21 Self Bond Agreement with WY DEQ - Crooks Gap Properties.......[2]
10.22 Security Agreement - ESOP Loans...............................[6]
10.23 - 10.27 [intentionally left blank]
10.28 Memorandum of Joint Venture Agreement - GMMV..................[4]
10.29 Memorandum of Partnership Agreement - SMP....................[2]
10.30 - 10.31 [intentionally left blank]
10.32 Employee Stock Ownership Plan.................................[2]
10.33 [intentionally left blank]
10.34 Form of Stock Option Agreement and Schedule - 1989 Plan.......[4]
10.35 Severance Agreement (Form)....................................[8]
10.36 1992 Stock Compensation Plan Non-Employee Directors...........[8]
10.37 Executive Compensation (John L. Larsen).......................[8]
10.38 Executive Compensation (Non-qualified Options)................[8]
10.39 ESOP and Option Plan Amendments (1992)........................[8]
10.40 Plateau Acquisition - Stock Purchase
Agreement and Related Exhibits................................[9]
10.41 - 10.42 [intentionally left blank]
10.43 Acquisition Agreement between
Kennecott Uranium Company,
USE and USECC regarding GMMV (6/23/97).......................[16]
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10.44 - 10.47 [intentionally left blank]
10.48 Exhibit I to Acquisition Agreement (see 10.43) - Fourth
Amendment of Mining Venture Agreement among
Kennecott Uranium Company, USE and USECC.....................[21]
10.49 USE/Dominick & Dominick Securities, Inc. Stock
Purchase Agreement for 157,530 Common Shares of USE..........[22]
10.50 USE/BPI Canadian Resource Fund Stock Purchase
Agreement for 125,341 Common Shares of USE...................[22]
10.51 USE/BPI Canadian Opportunities II Fund Stock
Purchase Agreement for 125,341 Common Shares of USE..........[22]
10.52 USE/BPI Canadian Small Companies Fund Stock
Purchase Agreement for 250,683 Common Shares of USE..........[22]
10.53 USE/Yellow Stone Fuels Corp. Exchange Rights Agreement..........*
10.54 - 10.57 [intentionally left blank]
10.58 Outsourcing and Lease
Agreement between YSFC and USECC.............................[15]
10.59 Convertible Promissory Note from YSFC to USECC...............[15]
10.60 Consulting Services Agreement between
USE and RJ Falkner & Company....................................*
21.1 Subsidiaries of Registrant...................................[15]
23.1 Consent of Arthur Andersen LLP..................................*
23.2 Consent of PricewaterhouseCoopers LLP...........................*
23.3 Consent of Stephen E. Rounds..................................12
* Previously filed.
[1] Incorporated by reference from the like-numbered exhibit to
a Schedule 13D filed by AMAX on or about August 3, 1987.
[2] Incorporated by reference from the like-numbered exhibit to
the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1989.
[3] Incorporated by reference from exhibit 3 to Amendment No 4.
of a Schedule 13D filed by John L. Larsen, reporting an
event of January 2, 1990.
[4] Incorporated by reference from the like-numbered exhibit to
the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1990.
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[5] Incorporated by reference from the like-numbered exhibit to
the Registrant's Form 10-Q for the period ended February 28,
1991.
[6] Incorporated by reference from exhibit 2 to Amendment No. 6
of a Schedule 13D filed by John L. Larsen, reporting an
event of May 28, 1991.
[7] Incorporated by reference from the like-numbered exhibit to
the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1991.
[8] Incorporated by reference from the like-numbered exhibit to
the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1992.
[9] Incorporated by reference from exhibit A to the Registrant's
Form 8-K reporting an event of August 11, 1993.
[10] - [11] [intentionally left blank]
[12] Incorporated by reference from an exhibit to the Registrant's
Post-Effective Amendment No. 1 to Form S-3 (SEC File
No. 333-1967, filed April 3, 1996).
[13] Incorporated by reference from the like-numbered exhibit to
the Registrant's Form S-1 registration statement, initial
filing (SEC File No. 333-1689, filed June 18, 1996).
[14] Incorporated by reference from the like-numbered exhibit to
the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1996
[15] Incorporated by reference from the like-numbered exhibit to
the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1997.
[16] Incorporated by reference from Exhibit 10.49 to the
Registrant's Annual Report on Form 10-K for the year ended
May 31, 1997.
[17] - [20] [intentionally left blank]
[21] Incorporated by reference from Exhibit 10.54 to the
Registrant's Annual Report on Form 10-K for the year ended
May 31, 1997.
[22] Incorporated by reference from the like-numbered exhibit to
the Registrant's Form S-1 Post- Effective Amendment No. 2
(SEC File No. 333-6189, filed April 24, 1998).
[23] Incorporated by reference from Exhibit 4.5 to the
Registrant's Form S-1 Post-Effective Amendment No. 2 (SEC
File No. 333-6189, filed April 24, 1998).
[24] Incorporated by reference from Exhibit 4.6 to the
Registrant's Form S-1 Post-Effective Amendment No. 2 (SEC
File No. 333-6189, filed April 24, 1998).
[25] Incorporated by reference from the like-numbered exhibit to
the Registrant's S-1 registration statement, initial filing
(SEC File No. 333-57957, filed June 29, 1998).
[26] Incorporated by reference from the like-numbered exhibit to
the Registrant's Annual Report on Form 10-K for the year
ended May 31, 1998.
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[27] Incorporated by reference from the like-numbered exhibit to
the Registrant's S-1 registration statement, Amendment No. 1
(SEC File No. 333-57957, filed October 29, 1998).
Item 22. Undertakings.
(a) Pursuant to Item 512 of Regulation S-K, the registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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;
(iii) 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.
(a)(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.
(a)(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 this
offering.
(b) Pursuant to Item 22(b) of Form S-4, the registrant undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form S-4 within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration Statement
through the date of responding to the request.
(c) Pursuant to Item 22(c) of Form S-4, the registrant undertakes to supply by
means of a post-effective amendment all information concerning a transaction and
the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(g)(1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(g)(2) That every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes 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.
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(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers, and controlling persons of the
registrant, 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 officer, director, 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment No. 1 to this Registration Statement on Form S-4 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Riverton, Wyoming, on March 4, 1999.
U.S. ENERGY CORP.
(Registrant)
Date: March 4, 1999 By: s/ John L. Larsen
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JOHN L. LARSEN,
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Date: March 4, 1999 By: s/ John L. Larsen
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JOHN L. LARSEN, Director
Date: March 4, 1999 By: s/ Harold F. Herron
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HAROLD F. HERRON, Director
Date: March 4, 1999 By: s/ Nick Bebout
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NICK BEBOUT, Director
Date: March _____, 1999 By:
-------------------------------
DON C. ANDERSON, Director
Date: March _____, 1999 By:
-------------------------------
DAVID W. BRENMAN, Director
Date: March 4, 1999 By: s/ H. Russell Fraser
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H. RUSSELL FRASER, Director
Date: March 4, 1999 By: s/ Keith G. Larsen
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KEITH G. LARSEN, Director
Date: March 4, 1999 By: s/ Robert Scott Lorimer
-------------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
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EXHIBIT 5.1
STEPHEN E ROUNDS
Attorney at Law
4635 EAST EIGHTEENTH AVENUE TELEPHONE (303) 377-6997
DENVER COLORADO 80220 USA FACSIMILE (303) 377-0231
March 3, 1999
U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501
Re: Registration Statement on Form S-4
Gentlemen:
U.S. Energy Corp. ("Company") has filed a registration statement for
the offer and sale of shares of Common Stock, and warrants to purchase Common
Stock, of the Company, in exchange for shares of Common Stock of Yellow Stone
Fuels Corp. ("YSFC") held by persons who invested in the Common Stock of YSFC
through RAF Financial Corp. (now American Fronteer Financial Corp., hereafter
referred to as "AFFC"), and in exchange for warrants to purchase common Stock of
YSFC, which warrants are held by AFFC and persons associated with AFFC. The
offer and sale of the Company's shares and warrants is to be conducted pursuant
to the Exchange Rights Agreement between the Company, AFFC and YSFC dated
September 17, 1997.
My opinion and consent is required in connection with such registration
statement.
Documents Reviewed
I have examined originals, certified copies or other copies identified
to my satisfaction, of the following:
1. Restated Articles of Incorporation, and Amendment to Restated
Articles of Incorporation, of the Company.
2. Bylaws of the Company.
3. All exhibits listed in Part II of the registration statement on
Form S-4.
4. Part I of the registration statement on Form S-4, with which this
opinion is filed as an exhibit.
5. Minutes of proceedings of the Company board of directors for the
last four fiscal years, and from May 31, 1998 to the date hereof.
6. Legal opinion of Cassels Brock & Blackwell, Solicitors, Toronto,
Ontario, Canada, addressed to YSFC dated February 19, 1999.
7. Warrants issued by YSFC to AFFC and persons associated with AFFC.
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U.S. Energy Corp.
March 3, 1999
Page 2
I have also consulted with officers and representatives of the Company,
and received such representations and assurances concerning the exhibits
described in paragraph 3 and the registration statement described in paragraph
4, as I have deemed advisable or necessary under the circumstances. Although I
have not undertaken independent verification of the matters covered by this
paragraph, I have no reason to believe that the representations and assurances
received are materially inaccurate or false.
Opinion
Subject to compliance with applicable state securities laws, and to
declaration of effectiveness of the Company's Form S-4 registration statement,
and based on my review of the documents listed above, it is my opinion that the
shares of common Stock to be offered and sold by the Company to the AFFC
investors, and the warrants to purchase common Stock of the Company to be
offered and sold by the Company to AFFC and persons associated with AFFC, in
exchange for shares of YSFC Common Stock and warrants to purchase YSFC Common
Stock, will be, when issued in accordance with the exchange procedures described
in the registration statement, duly and validly issued, fully paid and
non-assessable shares of the Common Stock of the Company, or warrants to
purchase Common Stock of the Company, as the case may be. It also is my opinion
that the shares of the Company's Common Stock which are issued upon exercise of
and in accordance with the terms of the Company's warrants which may be issued
pursuant to the registration statement, will be duly and validly issued, fully
paid and non-assessable shares of the Common Stock of the Company.
My opinion assumes that the holders of the warrants of the Company and
of any shares of the Company issued on exercise of the warrants, deliver copies
of the definitive prospectus to each purchaser of the registered securities, in
accordance with the Securities Act of 1933, as amended, and applicable rules of
the Securities and Exchange Commission.
Yours Sincerely,
/s/ Stephen E. Rounds
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EXHIBIT 23.3
STEPHEN E ROUNDS
Attorney at Law
4635 EAST EIGHTEENTH AVENUE TELEPHONE (303) 377-6997
DENVER COLORADO 80220 USA FACSIMILE (303) 377-0231
March 3, 1999
U.S. Energy Corp.
877 North 8th West
Riverton, Wyoming 82501
Re: Registration Statement on Form S-4
Gentlemen:
I hereby consent to the filing of my opinion as an exhibit to the
registration statement on Form S-4. However, I do not admit that I am in the
category of those persons whose consent is required to be so filed by Section
7(a) of the Securities Act of 1933.
Yours Sincerely,
/s/ Stephen E. Rounds
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