SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-KSB/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000.
Commission file number 0-28814
Aspen Group Resources Corporation
(Exact name of small business issuer as specified in its charter)
Yukon, Canada 98-0164357
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3300 Bank One Center, 100 North Broadway, Oklahoma City, OK 73102
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (405) 606-8500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock without par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements or
any amendment to this Form 10-KSB/A. [x]
The Issuer's revenues for the fiscal year ended June 30, 2000, were
$3,481,718.
The aggregate market value of common stock held by non-affiliates of the
Issuer, computed by reference to average bid and asked prices of such common
stock as of October 20, 2000, was $21,515,966.
The number of shares outstanding of the registrant's common stock was
131,159,006 shares as of October 20, 2000.
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
The following is a list of the names and ages of each of the Company's
directors and executive officers:
Name Age Position
Jack E. Wheeler(1) 51 Chairman of the Board, President,
Chief Executive Officer and Director
Ron Mercer 52 Executive Vice-President, Chief Operating
Officer
Sam Hammons 50 Vice-President, General Counsel
James E. Hogue(1)(2) 64 Director
Wayne T. Egan(1)(2) 38 Director
Anne L. Holland(2) 56 Director
Randall B. Kahn(1) 40 Director
Peter Lucas 46 Senior Vice President, Chief Financial Officer
___________________
(1) Member of Audit Committee
(2) Member of Compensation Committee
Jack E. Wheeler has served as a Director, Chairman of the Board and Chief
Executive Officer of the Corporation since September 16, 1999. Prior to that he
has been the Managing Partner of Crown Partners LLC Minerals Division (currently
East Wood Equity Venture, Inc.) for more than the past five (5) years. Mr.
Wheeler is an attorney who received his A.A. from Lon Morris University in 1969,
a B.A. from Texas A&M University in 1970, an M.A. in 1974 from the University of
Colorado, and his J.D. from the University of Houston in 1975.
Ron Mercer was appointed Executive Vice-President and Chief Operating
Officer of the Corporation effective September 16, 1999. Prior thereto, Mr.
Mercer has acted as President responsible for the daily operations of Mercer Oil
and Gas Company and Armer LLC for the past 5 years. He is a Professional
Engineer with over 30 years experience in oil and gas asset management. He is a
Registered Professional Engineer in Texas and Oklahoma, and a Member of the
Society of Professional Engineers and Society of Petroleum Engineers. Mr.
Mercer received his B.Sc. in Petroleum Engineering from Texas Tech University.
James E. Hogue was President, Chief Operating Officer and a Director of the
Corporation from June 17, 1996 to September 15, 1999. He currently serves
solely as a Director of the Corporation. Mr. Hogue has also been a Director,
President and major Shareholder of Third Coast Capital, Inc., a Venture Capital
Company since 1988.
Sam Hammons was appointed effective September 16, 1999 as Vice-President
and General Counsel of the Corporation. He is an attorney with over 25 years
experience, and is former President of the Law Firm of Hammons & Vaught. Mr.
Hammons was formerly an Assistant for Energy Natural Resources to Governor David
Boren in Oklahoma, and an Administrative Assistant to Governor George Nigh in
Oklahoma. Mr. Hammons is a graduate of Oklahoma Baptist University and received
a J.D. from Oklahoma University and a Masters in International Relations from
Oklahoma University.
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Wayne T. Egan is a Partner of the Law Firm of Weir & Foulds, and practices
in the Securities Law Section. He received an LLB from Queen's University Law
School in 1988 and a Bachelor of Commerce degree from the University of Toronto
in 1985. He is a Member of the Canadian Bar Association. Weir & Foulds serves
as the Corporation's Corporate Counsel in Ontario, Canada.
Anne L. Holland has been the President of MAYCO Petroleum Co., a Crude Oil
Trading Company, since 1990. Ms. Holland devotes her principal working time to
her position as President of MAYCO Petroleum Co. and acts as a Director of the
Corporation.
Randall B. Kahn currently is President of Pharma Capital, a Venture Capital
Company located in St. Louis, Missouri. From 1994 to 1999 Mr. Kahn served as
Chief Executive Officer of Tiffany Industries, an office furniture manufacturer
in St. Louis, Missouri. Prior thereto, Mr. Kahn was a litigation attorney from
1993 to 1994 with Paule, Camazine and Blumenthal, a Law Firm in St. Louis,
Missouri and prior thereto was a litigation attorney with Susman, Chermer,
Rimmel & Shifrin, a Law Firm in St. Louis, Missouri from 1989 to 1993. Mr. Kahn
received a BA in English Literature from Colorado College in 1982 and received a
JD Environmental Law Honours from Northwestern School of Law, Portland, Oregon.
Peter Lucas is interim Chief Financial Officer of the Corporation and
previously served as Chief Financial Officer from August 1995 to April 1997.
Mr. Lucas served as Chief Financial Officer of WesTower Corporation, a public
provider of telecommunications sites and wireless network services, from April
1997 to September 1999. Mr. Lucas received a Bachelor of Commerce degree from
the University of Alberta. He is a director of Ubiquitel, Inc. a public
corporation.
Director Compensation
Directors who are not Aspen employees receive $500 per meeting of the board
and $500 per committee meeting not held on the same date as a board meeting.
Directors are permitted to accept stock in lieu of cash. Employee directors
receive no extra compensation for service on the board.
Family Relationships
There are no family relationships among the Company's directors or
executive officers.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires Executive Officers and Directors, and persons beneficially owning more
than 10% of the Corporation's Stock to file initial reports of ownership and
reports of changes in ownership with the United States Securities and Exchange
Commission ("SEC") and with the Corporation. The Corporation is not aware of
any transactions in its outstanding securities by or on behalf of any Director,
Executive Officer or 10% Holder of the Common Stock, which require the filing of
any report pursuant to Section 16(a) of the Exchange Act that was not filed with
the Corporation.
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ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or to be paid to
certain of Aspen's executive officers, directly or indirectly, for services
rendered in all capacities for fiscal years 1998, 1999 and 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation(1) Long Term Compensation
Other
Name Annual Options/
And Compen- SARs
Principal Year Salary Bonus sation Granted
Position (US$) (US$) (US$) (#)
(a) (b) (c) (d) (e) (f)
_______________________________________________________________________________
Jack E. 2000 $112,500 - - 3,000,000
Wheeler
Director,
Chairman of
the Board,
Chief
Executive
Officer and
President
Ron Mercer 2000 $48,000 - - 1,500,000
Executive
Vice-President
and Chief
Operating
Officer
Sam 2000 $16,000 - - 500,000
Hammons
Vice-President
and General
Counsel
Eugene A. 2000 $150,000 - - -
Soltero 1999 150,000 - - -
Director, 1998 160,000 - - 300,000
Chairman of
the Board and
Chief
Executive
Officer (2)
James E. 2000 $150,000 - - 500,000
Hogue 1999 150,000 - - -
Director, 1998 160,000 - - 300,000
President and
Chief
Operating
Officer(3)
Peter Lucas 2000 $ 45,000 - - 500,000
Senior Vice
President,
Chief Financial
Officer(4)
_______________________________
Notes:
(1) Certain of the Corporation's Executive Officers receive personal
benefits in addition to salary. The aggregate amount of these benefits,
however, does not exceed the lesser of $50,000 or 10% of the total
annual salary reported for the executives.
(2) Mr. Soltero resigned as a Director and Officer of the Corporation
effective September 14, 1999.
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(3) Mr. Hogue resigned and was replaced as the President and Chief Operating
Officer by Jack E. Wheeler on September 17, 1999.
(4) Mr. Lucas resigned as an Officer of the Corporation effective April 15,
1997 and was appointed Chief Financial Officer on March 13, 2000.
Option/SAR Grants (Period ended June 30, 2000)
The following options were granted to Named Executive Officers under the
Corporation's Stock Option Plan in the fiscal year ended June 30, 2000:
Name Number of Options Exercise Price (1) Expiry Date
(#) ($ US)
_______________________________________________________________________________
Jack E. Wheeler 3,000,000 $0.235 February 21, 2003
Sam Hammons 500,000 $0.235 February 21, 2003
Ron Mercer 1,500,000 $0.235 February 21, 2003
Peter Lucas 500,000 $0.235 February 21, 2003
James Hogue 500,000 $0.235 February 21, 2003
_________________________
Notes:
(1) In compliance with the Business Corporations Act (Yukon), the high and
low trading price of the Corporation's Common Shares on the OTC Bulletin
Board for the thirty (30) days prior to February 21, 2000 was US$0.34
and US$0.10, respectively.
Aggregated Option/SAR Exercises (Period ended June 30, 2000) and Financial Year-
End Option/SAR Values
The following table sets forth information regarding the value of unexercised
options held by named Executive Officers as of June 30, 2000.
Value of
Unexercised
Unexercised in-the-Money
Options/SARs Options/SARs
Securities Aggregate at FY-End at FY-End
Acquired on Value (#) ($ US)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
___________________________________________________________________________
Jack E. Wheeler 0 0 3,000,000/0 $45,000/$0
Sam Hammons 0 0 500,000/0 $7,500/$0
Ron Mercer 0 0 1,500,000/0 $22,500/$0
Peter Lucas 0 0 500,000/0 $7,500/$0
James Hogue 0 0 583,333/0 $7,500/$0
Employment Agreements
The Corporation does not have employment contracts with any of its Executive
Officers, other than with Jack Wheeler, its Chairman, President and Chief
Executive Officer and Ron Mercer, Executive Vice-President and Chief Operating
Officer. The agreement with Mr. Wheeler is effective until September 17, 2004,
and he is paid a base salary of US$150,000 per year, to be reviewed annually by
the Board of Directors of the Corporation. The agreement with Mr. Mercer is
effective until January 1, 2005, and he is paid a base salary of US$96,000 per
year, to be reviewed annually by the Board of Directors of the Corporation. Mr.
Mercer's annual salary was increased to US$120,000 per year effective
September 1, 2000. Under the terms of both Employment Agreements, in the event
of termination without cause or change of control, each is to receive sixty (60)
months salary and bonus. There is no severance compensation otherwise payable.
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Indebtedness of Directors and Officers
None of the Directors or Officers of the Corporation or their respective
associates or affiliates is indebted to the Corporation.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of October 20, 2000, the only persons or companies who, to the knowledge of
the Directors and Senior Officers of the Corporation, beneficially own, directly
or indirectly, or exercise control or direction over more than (5%) of the
issued and outstanding Voting Shares of the Corporation are listed below. In
addition, this table includes the outstanding voting securities beneficially
owned by each of the Corporation's Directors, and Executive Officers listed in
the Summary Compensation Table as well as the number of Shares owned by
Directors and Executive Officers as a group.
NUMBER OF COMMON TOTAL % OF
SHARES and NATURE OF COMMON SHARES
NAME BENEFICIAL OWNERSHIP
_______________________________________________________________________
Jack E. Wheeler(1) 23,000,000(2) 17.1 %
Custer County Drillers Inc. 14,153,932 10.8 %
Farrell Kahn 10,974,701 8.4 %
Ron Mercer(1) 2,500,000(3) 1.9 %
James E. Hogue(4) 2,100,000(5) 1.6 %
Sam Hammons(1) 1,500,000(6) 1.1 %
Randall B. Kahn 1,193,463(7) less than 1%
Peter Lucas(1) 1,100,000(8) less than 1%
Wayne T. Egan(4) 578,000(9) less than 1%
Anne Holland(4) 570,000(10) less than 1%
All Directors, 32,541,463 24.8%
and Executive Officers
as a group (8 persons,
including Jack E. Wheeler)
_________________________
Notes:
(1) Mr. Wheeler is Chairman of the Board, President, Chief Executive
Officer and a Director of the Corporation. Messrs. Mercer, Hammons
and Lucas are Vice Presidents of the Corporation. The address of
Messrs. Wheeler, Mercer, Hammons and Lucas is 3300 Bank One Center,
100 North Broadway, Oklahoma City, Oklahoma 73102.
(2) Includes employee stock options exercisable into an additional 3,000,000
Common Shares of the Corporation.
(3) Includes employee stock options exercisable into an additional 1,500,000
Common Shares of the Corporation.
(4) Mr. Hogue, Ms. Holland, Mr. Kahn and Mr. Egan are Directors of the
Corporation. The address of Mr. Hogue and Ms. Holland is 6510 Abrams
Road, Suite 300, Dallas, Texas 75231. The address of Mr. Kahn is 20
North Gore, Suite 200, St. Louis, Missouri 63119. The address of Mr.
Egan is 1600 - Exchange Tower, 130 King Street West, Toronto, Ontario,
Canada M5X 1J5.
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(5) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
(6) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
(7) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
(8) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
(9) Includes employee stock options exercisable into an additional 520,000
Common Shares of the Corporation.
(10) Includes employee stock options exercisable into an additional 500,000
Common Shares of the Corporation.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal years ended June 30, 1999 and June 30, 2000, the Corporation
entered into the following transactions with parties who could be considered
Insiders of the Corporation:
1. East Wood First Purchase Agreement
The Corporation is party to an agreement made on September 16, 1999 (the "First
Purchase Agreement"), with an effective date from July 1, 1999, pursuant to
which the Corporation acquired 50% of the issued and outstanding shares of East
Wood Equity Ventures, Inc. ("East Wood") from four (4) Vendor Shareholders of
East Wood. Under the terms of the First Purchase Agreement, the Corporation
agreed to issue to the Shareholders of East Wood 46,230,897 Common Shares. The
principal vendor was Jack Wheeler, the Chairman, President and Chief Executive
Officer and a Director of the Corporation and also included Custer County
Drillers, Inc. The estimated value of the East Wood shares acquired under the
First Purchase Agreement was US$7,464,505.
2. East Wood Second Purchase Agreement
The Corporation entered into an agreement made as of February 28, 2000 (the
"Second Purchase Agreement") pursuant to which the Corporation acquired the
remaining 50% of the issued and outstanding shares of East Wood from six (6)
Vendor Shareholders of East Wood including Farrell Kahn and Randall Kahn. Under
the terms of the Second Purchase Agreement, the Corporation agreed to issue to
the six (6) Vendor Shareholders of East Wood an aggregate of 26,230,897 Common
Shares and a Promissory Note in the amount of US $3 Million.
3. Acquisition of Mercer Oil and Gas
Effective April 1, 2000, the Corporation acquired all of the outstanding common
stock of Mercer Oil and Gas Company from Ron Mercer, an Executive Officer of the
Corporation, in exchange for 1,000,000 Common Shares. The value of the acquired
property was estimated at the time of acquisition as $343,800. Prior to the
closing of the acquisition of Mercer Oil, the Corporation purchased certain oil
and gas properties from Mercer Oil for $300,000 in cash.
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The transactions described in this Section were ratified by a majority of the
Corporation's Independent Directors who did not have an interest in the
transactions and who had access, at the Corporation's expense, to available
material information and to the Corporation's Independent Counsel.
Any future transactions between the Corporation and its affiliates will be
approved by a majority of disinterested Directors and will be on terms no less
favourable to the Corporation than those which could be obtained from unrelated
third parties. Any forgiveness of loans must be approved by a majority of the
Corporation's Independent Directors who do not have an interest in the
transactions and who have access, at the Corporation's expense, to either the
Corporation's or their own independent legal counsel.
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on
October 30, 2000.
ASPEN GROUP RESOURCES CORPORATION(Registrant)
By: /s/ Jack E. Wheeler
Jack E. Wheeler
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated:
Signature Title Date
/s/ Jack E. Wheeler Chief Executive Officer and October 30, 2000
Jack E. Wheeler Director
/s/ Peter Lucas Chief Financial Officer October 30, 2000
Peter Lucas
/s/ James E. Hogue Director October 30, 2000
James E. Hogue
/s/ Anne L. Holland Director October 30, 2000
Anne L. Holland
/s/ Wayne T. Egan Director October 30, 2000
Wayne T. Egan
/s/ Randall B. Kahn Director October 30, 2000
Randall B. Kahn
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