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As filed with the Securities and Exchange Commission on January 16, 2001
FILE NO. 333-38498
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN ENERGY SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-0279288
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7224 LAWNDALE
HOUSTON, TEXAS 77012
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
EMPLOYEE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
CONSULTING AGREEMENT
(FULL TITLE OF THE PLAN)
PATRICK S. ELLIOTT, PRESIDENT
7224 LAWNDALE, HOUSTON, TEXAS 77012
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 928-5311
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
JEFFREY A. RINDE, ESQ.
BONDY & SCHLOSS LLP
6 EAST 43RD STREET, 25TH FLOOR
NEW YORK, NEW YORK 10017
PHONE: (212) 661-3535
FAX: (212)972-1677
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
---------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $ 0.50 $1,500,000 $ 3,960(2)
par value $.001 shares(1)
per share
Common Stock, 1,000,000 $ 0.50 $ 500,000 $ 1,320(3)
par value $.001 shares(1)
per share
TOTAL 4,000,000 $2,000,000 $ 5,280(4)
shares
</TABLE>
(1) Represents shares of common stock registered by American Energy Services on
Form S-8, file number 333-38498, filed with the Security and Exchange Commission
on June 2, 2000.
(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.
(3) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.
(4)Fee previously paid.
EXPLANATORY NOTE
This registration statement is being filed as a post-effective
amendment to Registration Statement on Form S-8 (Registration No. 33-38498)
filed with the Securities and Exchange Commission on June 2, 2000.
This registration statement registers reoffers and resales of shares of
common stock, issuable upon the exercise of options granted under our 2000 Stock
Option Plan, that may constitute "control securities" under General Instruction
C to Form S-8. These control securities may be re-offered and resold on a
continuous or delayed basis in the future under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act").
This registration statement contains two parts. The first part contains
a "reoffer prospectus" prepared in accordance with Part I of Form S-3 (in
accordance with Instruction C of Form S-8). The second part contains information
required in the registration statement pursuant to Part II of Form S-8.
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REOFFER PROSPECTUS
AMERICAN ENERGY SERVICES, INC.
915,000 Shares of Common Stock
under the 2000 Stock Option Plan
of American Energy Services, Inc.
The shares we are registering are either currently held by or will be
issued to certain of our stockholders upon the exercise of stock options granted
under our 2000 Employee Stock Option Plan. We will pay the expenses of
registering the shares.
Our common stock is quoted on the Nasdaq Over-The-Counter Bulletin
Board under the symbol "AEYS." The last reported sale price of the common stock
on the Nasdaq National Market on January 12, 2001 was $1.0938 per share.
You should carefully consider the "Risks Factors" section beginning on
page 8 of this Reoffer Prospectus.
These shares have not been approved by the Securities and Exchange
Commission or any state securities commission nor have these organizations
determined whether this Prospectus is complete or accurate. Any representation
to the contrary is a criminal offense.
The date of this Reoffer Prospectus is January 16, 2001.
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
ABOUT AMERICAN ENERGY SERVICES, INC........................................ 5
RISK FACTORS............................................................... 8
PROCEEDS FROM SALE OF THE SHARES........................................... 15
SELLING STOCKHOLDERS ...................................................... 15
HOW THE SHARES MAY BE DISTRIBUTED.......................................... 16
LEGAL OPINION.............................................................. 17
EXPERTS ................................................................... 17
WHERE YOU CAN FIND MORE INFORMATION........................................ 18
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.......................... 18
INDEMNIFICATION OF DIRECTORS AND OFFICERS.................................. 19
</TABLE>
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PROSPECTUS SUMMARY
This is only a summary and does not contain all of the information that
may be important to you. You should read the more detailed information contained
in this prospectus and all other information, including the financial
information and statements with notes, referred to in this prospectus as
discussed in the "Where You Can Find More Information" section of this
prospectus.
ABOUT AMERICAN ENERGY SERVICES, INC.
American Energy Services, Inc., a Texas corporation, was founded and
incorporated in 1987 ("Old AES"). The Company began active operations in 1989
after acquiring certain operating assets of two other valve manufacturing and
re-manufacturing businesses, CGM Valve, Inc. ("CGM") and American Energy Valves,
Inc. ("AEV"). The Company's current directors, Pat Elliott, Larry Elliott, Sid
McCarra, Mark Elliott and Cary McCarra, were previously associated with CGM and
AEV.
Seahawk Overseas Exploration Corporation, a California corporation
("Seahawk") was formed in November 1988 to conduct the international operations
of Seahawk Oil International Corporation ("SOIC"). In January 1989, in
conjunction with a planned sale of certain domestic producing oil properties by
SOIC, the shares of stock of Seahawk were distributed to the shareholders of
SOIC, who numbered over 3000. Seahawk continued operations with little or no
success up until the time of the merger with Old AES. In January 1996, Old AES
was merged with and into Seahawk pursuant to an Agreement and Plan of Merger by
and between Old AES and Seahawk. In accordance with the terms of the merger, (i)
Seahawk became the surviving entity although its names was changed to "American
Energy Services, Inc." and (ii) shares of Seahawk stock were issued to the five
stockholders of Old AES (i.e. the current AES directors). In February 1996, a
new corporation was formed under the name American Energy Services, Inc., a
Texas corporation ("New AES"). Subsequent to the formation of New AES, Seahawk
merged with and into New AES to maintain the historic domicile of Old AES in
Texas and to retain the historical business name. In addition, the merger was
intended to provide the Company with a legal entity which could enter the public
company domain and ultimately, provide potential capital through the sale of
registered securities. The effect of this merger has been that the Company was
able to acquire approximately 1,500 shareholders formerly owning shares of
Seahawk stock. As used herein, references to "AES" or the "Company" refer to New
AES, its subsidiaries and predecessors.
Products and Services
The Company is engaged in providing products and services worldwide to
processing manufacturers, energy companies and engineering/construction
contractors. Principal end-user markets include domestic and international
producers, transporters and refiners of oil and natural gas, as well as the
petrochemical, processing and power generation industries. AES designs,
manufactures, markets and services standard or specialty valves, of varying
sizes and pressures, used to regulate the movement of liquids, gases, and solid
materials.
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AES utilizes both Company owned and operated manufacturing facilities
and contractually licensed manufacturing subcontractors, that are audited for
AES quality, to produce the full line of AES standard and engineered valves.
For much of its standard product manufacturing requirements, the
Company relies on a network of AES-selected subcontractors, all of which are
audited and licensed under internationally recognized quality programs,
including ISO 9000 and API Q1. The use of these subcontractors allows the
Company to reduce its fixed costs by minimizing its investment in plant and
equipment. AES has also been able to attract additional customers worldwide by
maintaining international manufacturing relations and capabilities.
In addition, the Company designs, engineers and manufactures various
valves at its Houston plant. The facility has full scale manufacturing
capabilities, including large turning and machine centers, heavy-duty cranes,
and full welding capabilities. AES also houses a fully equipped engineering
department with computer-aided design ("CAD") system capabilities and
metallurgical equipment to determine American Society of Testing Materials
("ASTM") specified requirements.
Valve Design and Manufacture
The Company manufactures valves to the following qualifications:
American Petroleum Institute ("API") 6D, API 6A, API 599, API 600, and API 602.
AES is a licensed API monogram holder under specifications 6D and Q1 and its
Quality Assurance Manual is ISO 9000 approved. Steps involved with the design
and manufacture of the Company's valves include (i) consultation with the
customer's project coordinators, (ii) general design work and detailed
engineering, (iii) fabrication and assembly and (iv) final installation.
The Company's sales personnel and independent marketing
representatives, or agents, initiate sales calls and coordinate bid proposals
with the Company's quotation specialists. The quotation specialists produce
proposals that identify preliminary design and cost estimates for a type of
valve to be utilized for a specific application. AES marketing management must
also determine whether there is a sufficient amount of working capital available
to generate revenue.
The initial design efforts involve significant communication and
coordination with the customer in order to identify and agree on valve
specifications. For custom-engineered valve projects, design concerts are tested
against established empirical data and previously manufactured valve designs.
AES maintains a source library of valve designs from which to choose and the
Company's CAD capabilities provide readily available and accessible design
parameters. When an order requires standard valve designs, AES's engineering and
quality assurance personnel verify that the Company's "off the shelf" designs
comply with the required specifications. Once the valve application has been
clearly defined, the Company's engineers formulate a design for the manufactured
valve. Project engineers perform complete engineering services, including
mechanical schematics, layouts and drawings. Process and electrical control
systems can also be integrated into the design.
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The manufacturing process involves fabrication and assembly of
component parts to meet specific valve designs and specifications. AES produces
machined assemblies from raw castings and forgings or sourced machined
assemblies from subcontractors, which are inspected fully for material and
tolerance compliance. The assembly groups are then put together as a complete
valve, and function and operation tests are performed. Testing involves
configuring testing procedures and changing the equipment before each test is
performed in order to ensure that the valves meet the particular project's needs
and requirements. The Company believes that its testing of valve integrity is
the basis for providing performance and quality guarantees and total concept
capability. After testing is completed, the valves are prepared for shipment.
Because the manufacturing process can take from several weeks to
several months, customers frequently request partial shipment of finished
products and components. AES generally invoices customers as deliveries are
made. However, on certain highly specialized products or on large projects, the
Company invoices under a milestone basis. Receivables represent billings on
delivered products or milestone achievements. Revenue is recognized utilizing
the percentage-of-completion method.
Our principal corporate office is located at 7224 Lawndale, Houston,
Texas 77012, and our telephone number is (713) 928-5311.
The Offering
The selling stockholders may offer and sell up to 915,000 shares of our
common stock under this Reoffer Prospectus. We will not receive any of the
proceeds from the sale of these shares of common stock, but we will receive
funds in connection with the exercise of stock options relating to such shares
of common stock, which funds will be used by us for working capital. See
"Proceeds from the Sale of Shares" and "Selling Stockholders."
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RISKS FACTORS
You should carefully consider the following risks before making an
investment decision. The trading price of our common stock could decline due to
any of these risks, and you could lose all or part of your investment. You also
should refer to the other information set forth in this prospectus, including
our combined financial statements and the related notes thereto incorporated by
reference from our filings with the Securities and Exchange Commission. These
are not the only risks and uncertainties that we face. Additional risks and
uncertainties that we do not currently know about or that we currently believe
are immaterial may also harm our business operations. If any of these risks or
uncertainties actually occur, our business, results of operations, financial
condition, or prospects could be materially adversely affected. In such case,
the trading price of our common stock could decline, and you may lose all or
part of your investment.
ENERGY INDUSTRY SPENDING
Demand for the Company's products and services depends principally upon the
level of petroleum industry capital expenditures for exploration, production,
development, processing and transmission activities. These activities depend in
part on (i) oil and gas prices, expectations about future prices, the cost of
exploring for, producing, refining or processing, and delivering oil and gas,
(ii) local and international political, regulatory and economic conditions and
(iii) the ability of the petroleum industry to obtain capital. In addition, a
decrease in such expenditures could result from such factors as unfavorable tax
and other legislation or uncertainty concerning national energy policies. No
assurance can be given that current levels of oil and gas activities will be
maintained or that demand for the Company's products and services will reflect
the level of such activities. Decreases in oil and gas activity could have a
significant adverse effect upon the demand for the Company's products and
services and the Company's results of operations.
OUR QUARTERLY OPERATING RESULTS HAVE VARIED, AND ARE LIKELY TO CONTINUE TO VARY
SIGNIFICANTLY. THIS MAY RESULT IN VOLATILITY IN THE MARKET PRICE FOR OUR SHARES.
A substantial portion of our shipments occur shortly after an order is
received and therefore we operate with a low level of backlog. As a consequence
of the just-in-time nature of shipments and the low level of backlog, a decrease
in demand for our products from one or more customers could occur with limited
advance notice and could have a material adverse effect on our results of
operations in any particular period.
A significant percentage of our expenses are relatively fixed and based in
part on expectations of future net sales. The inability to adjust spending
quickly enough to compensate for any shortfall would magnify the adverse impact
of a shortfall in net sales on our results of operations. Factors that could
cause fluctuations in our net sales include:
- the timing of the receipt of orders from major customers;
- shipment delays;
- disruption in sources of supply;
- seasonal variations of capital spending by customers;
- production capacity constraints; and
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- specific features requested by customers.
As a result of the factors discussed above, it is likely that we will in
the future experience quarterly or annual fluctuations and that, in one or more
future quarters, our operating results will fall below the expectations of
public market analysts or investors. In any such event, the price of our common
stock could decline significantly.
THE LOSS OF NET SALES TO ANY ONE OF OUR MAJOR CUSTOMERS WOULD LIKELY HAVE A
MATERIAL ADVERSE EFFECT ON US.
During our fiscal year ended February 29, 2000, our four largest customers
accounted for approximately 59% of our net sales. The loss of a major customer
or any reduction in orders by these customers, including reductions due to
market or competitive conditions, would likely have a material adverse effect on
our business, financial condition and results of operations. During fiscal 2000,
one customer, China Petroleum Engineering Construction Corporation ("CPECC"),
accounted for approximately 35% of our net sales. Additionally, the majority of
our contracts are terminable by the customer without penalty. Certain of our
contracts include a "cancellation for convenience" section, which provides for
us with recovery of costs incurred and related profits. However, because of the
ability to cancel at any point, there can be no assurance that the full value of
our customer contracts will be realized.
Attempts to lessen the adverse effect of any loss or reduction through the
rapid addition of new customers could be difficult because prospective customers
typically require lengthy qualification periods prior to placing volume orders
with a new supplier. Our future success will continue to depend upon:
- our ability to maintain relationships with existing key customers;
- our ability to attract new customers; and
- the success of our customers in creating demand for their capital
equipment products which incorporate our products.
THE VALVE MANUFACTURING INDUSTRY IS HIGHLY COMPETITIVE.
Our principal competitors have more extensive and diversified
operations and also have financial, operating and other resources substantially
in excess of those available to us. However, personal relationships and
interaction with clients worldwide at their places of business has proven to be
a very effective way of combating competition, developing business and cutting
costs. Many years of experience with international manufacturers and suppliers
have allowed us to purchase valve castings and semi-finished components used in
its products at cost
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competitive prices. However, there can be no assurance that these personal
relationships will be maintained or that new relationships will be formed in the
future.
Some of our competitors include large, well-established US-based valve
manufacturers with revenues in excess of $500 million, including Cooper Cameron,
Crane Valve Company and Tyco Corporation. These large domestic-based producers,
which are established domestically and internationally, are able to protect
their market territories by target pricing, approval protection, and local
relations. Further, their large amount of capital and reserves allow them to
survive difficult economic downturns for which we are susceptible. Another group
of competitors includes divisional or stand-alone US valve manufacturers with
revenues between $20 million and $100 million, including TK Valve and Tom
Wheatley Valve Corporation, both of which are divisions of Dresser Industries,
Inc. There is no assurance that we will be able to effectively compete against
these companies.
We also compete with several international competitors located in
various parts of Europe, North and South America and Asia. One group of
international valve manufacturers with which we compete, include Kitz,
Grove-Italia (a division of Dresser Industries) and PBV, are well established,
international valve manufacturers with revenues between $10 million and $1
billion. The Company also competes with various low cost producers located in
Eastern Europe, India and China. These competitors have an advantage over us due
to the fact that they are based in the countries in which we seek to market our
products. There is no assurance that we will be able to continue to maintain a
market for our products in these parts of the world.
A LARGE PART OF OUR BUSINESS RELIES ON THIRD-PARTY VENDORS AND SUPPLIERS.
We purchase nearly all castings, forgings, and certain finished or
semi-finished components used in our products from domestic and international
suppliers, including foundries and forging companies, bolt distributors and soft
good distributors. We maintain an approved vendor list of sub-suppliers and
sub-assemblies for the final manufacture of equipment by us for our clients.
Over the past nine years we have developed a working relationship with a
substantial number of suppliers and sub-vendors. Management believes that these
approved vendors provide adequate availability of alternative sources of quality
supplies for use by us, however, there can be no assurance that these sources
will be able to maintain the availability of supplies we require, or that a
replacement supplier can be found at an agreeable price.
During the year ended February 29, 2000, 10% of all components
purchased for our sales, were purchased from our leading sub-vendor, DHV.
However, we have not entered into any agreements or contracts with any of these
leading sub-vendors except for the placement of specific purchase orders related
to our course of business. We source our sub-vendors on a continuing, as needed
basis. Terms of sale between the Company and the sub-vendors are generally
either cash on delivery ("C.O.D.") or under an Irrevocable Letter of Credit
payment.
IF OUR PRODUCTS ARE NOT DESIGNED INTO SUCCESSIVE NEW GENERATIONS OF OUR
CUSTOMER'S PRODUCTS, WE WILL LOSE SIGNIFICANT NET SALES DURING THE LIFESPAN OF
THOSE PRODUCTS.
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New products designed by energy companies and engineering and construction
contractors typically have a lifespan of five to ten years. Our success depends
on our products being designed into new generations of equipment for these
industries. We must develop products that are technologically current so that
they are positioned to be chosen for use in each successive new generation of
equipment for the transporters and refiners of oil and natural gas, as well as
the petrochemical, processing and power generation industries. If our products
are not chosen by our customers, our net sales may be reduced during the
lifespan of our customers' products.
THE ENERGY INDUSTRY IS SUBJECT TO RAPID DEMAND SHIFTS WHICH ARE DIFFICULT TO
PREDICT. AS A RESULT, OUR INABILITY TO EXPAND OUR MANUFACTURING CAPACITY IN
RESPONSE TO THESE RAPID SHIFTS MAY CAUSE A REDUCTION IN OUR MARKET SHARE.
Our ability to increase sales of certain products depends in part upon our
ability to expand our manufacturing capacity for such products in a timely
manner. If we are unable to expand our manufacturing capacity on a timely basis
or to manage such expansion effectively, our customers could implement our
competitor's products and, as a result, our market share could be reduced.
Because the energy industry is subject to rapid demand shifts which are
difficult to foresee, we may not be able to increase capacity quickly enough to
respond to a rapid increase in demand in the semiconductor industry.
Additionally, capacity expansion could increase our fixed operating expenses and
if sales levels do not increase to offset the additional expense levels
associated with any such expansion, our business, financial condition and
results of operations could be materially adversely affected.
OUR NET SALES AND RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED BY DOWNTURNS
IN POLITICAL OR ECONOMIC CONDITIONS IN COUNTRIES OUTSIDE OF THE UNITED STATES.
We derive revenues from sales to geographic locations that include
political and economic environments that are considered to be high risk with
respect to the normal conduct of business. Included in these geographic areas
are locations to which the United States government has restricted export
privileges by United States companies. Depending upon the status of the export
restrictions and whether they may be increased, our sales and operating results
may be adversely affected. In addition, we encounter risk with respect to labor
and political disturbances, requirements as to local ownership and supply and
other unique circumstances that can adversely affect our ability to do business
in locations outside the United States. As these events occur, there can be no
assurance that such events will not adversely affect our results of operation
and financial condition.
UNFAVORABLE EXCHANGE RATE FLUCTUATIONS MAY LEAD TO LOWER GROSS MARGINS, OR MAY
CAUSE US TO RAISE PRICES WHICH COULD RESULT IN REDUCED SALES.
Exchange rate fluctuations could have an adverse effect on our net sales
and results of operations and we could experience losses with respect to our
hedging activities. Unfavorable currency fluctuations could require us to
increase prices to foreign customers which could result in lower net sales by us
to such customers. Alternatively, if we do not adjust the prices for our
products in response to unfavorable currency fluctuations, our results of
operations could be
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adversely affected. We cannot be certain that any efforts we take will be
adequate to protect us against significant currency fluctuations or that such
efforts will not expose us to additional exchange rate risks.
WE ARE SUBJECT TO ENVIRONMENTAL AND OTHER GOVERNMENT REGULATIONS.
Our operations are subject to a variety of foreign, federal, state and
local laws and regulations, including laws and regulations relating to the
protection of the environment. We are required to invest financial and
managerial resources to comply with such laws and anticipates that it will
continue to do so in the future. To date, the cost of complying with
governmental regulation has not been material, but the fact that such laws or
regulations are changed frequently makes it impossible for us to predict the
cost or impact of such laws and regulations on our future operations. The
modification of existing laws or regulations or the adoption of new laws or
regulations imposing more stringent environmental restrictions could adversely
affect our business.
COMPETITION FOR PERSONNEL IN THE ENERGY AND VALVE MANUFACTURING INDUSTRIES IS
INTENSE.
Our success depends to a large extent upon the efforts and abilities of a
number of key employees and officers, particularly those with expertise in the
semiconductor manufacturing and similar industrial manufacturing industries. The
loss of key employees or officers could have a material adverse effect on our
business, financial condition and results of operations. We believe that our
future success will depend in part on our ability to attract and retain highly
skilled technical, financial, managerial and marketing personnel. Competition
for such personnel is intense, and we cannot be certain that we will be
successful in attracting and retaining such personnel.
OUR FAILURE TO PROTECT OUR PROPRIETARY TECHNOLOGY MAY SIGNIFICANTLY IMPAIR OUR
COMPETITIVE POSITION.
Although we have protected our intellectual property rights through
patents, copyrights, trade secrets and other measures, we cannot be certain
that:
- we will be able to protect our technology adequately;
- competitors will not be able to develop similar technology independently;
- any of our patent applications will be issued;
- intellectual property laws will protect our intellectual property rights;
or
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- third parties will not assert that our products infringe patent,
copyright or trade secrets of such parties.
PROTECTION OF OUR INTELLECTUAL PROPERTY RIGHTS MAY RESULT IN COSTLY LITIGATION.
Litigation may be necessary in order to enforce our patents, copyrights or
other intellectual property rights, to protect our trade secrets, to determine
the validity and scope of the proprietary rights of others or to defend against
claims of infringement. Such litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on our business,
financial condition and results of operations.
THE MARKET PRICE OF OUR SHARES MAY EXPERIENCE PRICE AND VOLUME FLUCTUATIONS FOR
REASONS OVER WHICH WE HAVE NO CONTROL.
The stock market has from time to time experienced, and is likely to
continue to experience, extreme price and volume fluctuations. Recently, prices
of securities of technology companies have been especially volatile and have
often fluctuated for reasons that are unrelated to the operating performance of
the companies. In the past, companies that have experienced volatility in the
market price of their stock have been the objects of securities class action
litigation. If we were the object of securities class action litigation, it
could result in substantial costs and a diversion of our management's attention
and resources.
THE SO CALLED "PENNY STOCK RULE" COULD MAKE IT CUMBERSOME FOR BROKERS AND
DEALERS TO TRADE IN THE COMMON STOCK, MAKING THE MARKET FOR THE COMMON STOCK
LESS LIQUID WHICH COULD CAUSE THE PRICE OF OUR STOCK TO DECLINE.
Trading in our securities is conducted on the OTC Bulletin Board. As
long as the common stock is not quoted on Nasdaq or at any time that we have
less than $2,000,000 in net tangible assets, trading in the common stock is
covered by Rule 15g-9 under the Securities Exchange Act of 1934 for non-Nasdaq
and non-exchange listed securities. Under that rule, broker-dealers who
recommend covered securities to persons other than established customers and
accredited investors must make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to a transaction
prior to sale. Securities are exempt from this rule if the market price is at
least $5.00 per share.
The SEC has adopted regulations which generally define a penny stock to
be any equity security which has a market price of less than $5.00 per share,
subject to certain exemptions. Such exemptions include an equity security listed
on Nasdaq and an equity security issued by an issuer which has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three (3) years; (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three (3) years; or (iii)
average revenue of at least $6,000,000 for the proceeding three (3) years.
Unless such an exemption is available, the regulations require the delivery of a
disclosure schedule explaining the penny stock market and the risks associated
therewith prior to any transaction involving a penny stock. If our common stock
becomes subject to the regulations on penny stocks, that factor could have a
severe adverse
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effect on the market liquidity for the common stock due to these limitations on
the ability of broker-dealers to sell the common stock in the public market
which could cause the price of our stock to decline.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus includes and incorporates forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included or incorporated in this prospectus regarding our
strategy, future operations, financial position, future revenues, projected
costs, prospects, plans and objectives of management are forward-looking
statements. The words "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "potential," "projects," "will," "would" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. We cannot
guarantee that we actually will achieve the plans, intentions or expectations
disclosed in our forward-looking statements and you should not place undue
reliance on our forward-looking statements. Actual results or events could
differ materially from the plans, intentions and expectations disclosed in the
forward-looking statements we make. We have included important factors in the
cautionary statements included or incorporated in this prospectus, particularly
under the heading "Risk Factors", that we believe could cause actual results or
events to differ materially from the forward-looking statements that we make.
Our forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments we may make.
We do not assume any obligation to update any forward-looking statements.
PROCEEDS FROM SALE OF THE SHARES
All of the shares of common stock in this Reoffer Prospectus are being
offered by the selling stockholders. We will not receive any proceeds from the
sale of the shares of common stock, but if all of the options are exercised we
will receive $457,500 in connection with the exercise of stock options relating
to such shares of common stock. We intend to use these funds for working
capital.
SELLING STOCKHOLDERS
The shares offered under our Reoffer Prospectus are being registered
for reoffers and resales by selling stockholders who have or may in the future
acquire their shares of our common stock by exercising options granted to them
under our 2000 Stock Option Plan. The selling stockholders named in the
following table may resell all, a portion, or none of these shares of our common
stock. There is no assurance that any of the selling stockholders will sell any
or all of the shares of our common stock offered by them.
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Participants under the 2000 Stock Option Plan who are deemed to be
"affiliates" of the Company who acquire shares of our common stock may be added
to the selling stockholders listed below from time to time by use of a
prospectus supplement filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended.
The following table sets forth certain information concerning the
selling stockholders as of the date of this Reoffer Prospectus, and as adjusted
to reflect the sale by the selling stockholders of the shares of our common
stock offered, assuming sale of all of the shares offered:
<TABLE>
<CAPTION>
Number of Shares
Shares Beneficially Offered by the Shares Beneficially
Name owned prior to Offering (1) Prospectus(2)(3) Owned After Offering
Number Percent ----------------- Number Percent(4)
------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
Patrick S. Elliot 2,025,458 17.28% 183,000 1,842,458(5) 15.72%
President, Director
Larry S. Elliot 1,891,679 16.14% 183,000 1,708,679(6) 14.58%
Chairman, Director
Mark P. Elliot 1,066,729 9.10% 183,000 883,729(7) 7.54%
Director
Carry P. McCarra 459,576 3.92% 183,000 276,576(7) 2.36%
Director
Sidney J. McCarra 1,445,426 12.33% 183,000 1,262,426(8) 10.77%
Director
</TABLE>
(1) Represents shares beneficially owned by the named individual, including
shares that such person has the right to acquire within 60 days of the date of
this Reoffer Prospectus. Unless otherwise noted, all persons referred to above
have sole voting and sole investment power.
(2) Includes all Shares issued to such named individuals upon the exercise of
options granted under the 2000 Stock Option Plan. 83,000 shares were previously
registered on Amendment No.1 to Form S-8, filed with the Securities and Exchange
Commission on November 17, 2000 (File No. 333-38498).
(3) Does not constitute a commitment to sell any or all of the stated number of
shares of common stock. The number of shares of common stock offered shall be
determined from time to time by each selling stockholder in his or her sole
discretion.
(4) Based upon 11,719,145 Shares outstanding as of January 16, 2001.
(5) Patrick S. Elliot has sold 50,000 shares that have been issued to him under
the 2000 Stock Option Plan.
(6) Larry S. Elliot has sold 55,000 shares that have been issued to him under
the 2000 Stock Option Plan.
(7) Mark P. Elliot and Carry P. McCarra have both sold 83,000 shares that have
been issued to them under the 2000 Stock Option Plan.
(8) Sidney J. McCarra has sold 57,500 shares that have been issued to him under
the 2000 Stock Option Plan.
HOW THE SHARES MAY BE DISTRIBUTED
The selling stockholders may sell shares of our common stock in various
ways and at various prices. Some of the methods by which the selling
stockholders may sell their shares of common stock include:
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
15
<PAGE> 16
- privately negotiated transactions;
- block trades in which the broker or dealer will attempt to
sell the shares of common stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
- purchases by a broker or dealer as principal and resale by
that broker or dealer for the selling stockholder's account
under this Reoffer Prospectus;
- sales under Rule 144 rather than by using this Reoffer
Prospectus;
- a combination of any of these methods of sale; and
- any other legally permitted method.
The applicable sales price may be affected by the type of transaction.
The selling stockholders may also pledge their shares of common stock
as collateral for a margin loan under their customer agreements with their
brokers. If there is a default by the selling stockholders, the brokers may
offer and sell the pledged shares of common stock.
Brokers or dealers may receive commissions or discounts from the
selling stockholders (or, if the broker-dealer acts as agent for the purchaser
of the shares of common stock, from that purchaser) in amounts to be negotiated.
These commissions are not expected to exceed those customary in the types of
transactions involved.
We cannot estimate at the present time the amount of commissions or
discounts, if any, that will be paid by the selling stockholders in connection
with sales of the shares of common stock.
Any broker-dealers or agents that participate with the selling
stockholders in sales of the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with such sales. In that event, any commissions received by
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.
Under the securities laws of certain states, the shares of common stock
may be sold in those states only through registered or licensed broker-dealers.
In addition, the shares of common stock may not be sold unless they have been
registered or qualified for sale in the relevant state or unless the shares of
common stock qualify for an exemption from registration or qualification.
16
<PAGE> 17
We have agreed to pay all fees and expenses incident to the
registration of the shares of common stock.
The selling stockholders and other persons participating in the
distribution of the shares of common stock offered under this Reoffer Prospectus
are subject to the applicable requirements of Regulation M promulgated under the
Securities Exchange Act of 1934, in connection with sales of the shares of
common stock.
LEGAL OPINION
Bondy & Schloss LLP, New York, New York, has advised us with respect to
the validity of the securities offered by this prospectus.
EXPERTS
The financial statements included in our annual report on Form 10-KSB
incorporated by reference in this Reoffer Prospectus have been audited by
Simonton, Kutac & Barnidge, LLP, independent certified public accountants, to
the extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any report or document we file at the public reference facilities
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Securities and Exchange
Commission's regional offices located at Seven World Trade Center, Suite 1300,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0880 for more information about
the public reference rooms. Our Securities and Exchange Commission filings are
also available from the Securities and Exchange Commission's website located at
HTTP://WWW.SEC.GOV.
Quotations for the prices of our common stock appear on the Nasdaq
National Market, and reports, proxy statements and other information about us
can also be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be
17
<PAGE> 18
part of this Reoffer Prospectus, and later information that we file with the
Securities and Exchange Commission will automatically update and supersede this
information.
We incorporate by reference the following filings and any future
filings made with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
- The description of securities contained in the Registrant's
Registration of Securities pursuant to Section 12(g) of the
Act filed on March 15, 2000.
- The Registrant's Annual Report on Form10-KSB/A - filed on July
27, 2000.
- The Registrant's Quarterly Report on Form 10-QSB filed on July
31, 2000.
- The Registrant's Quarterly Report on Form 10-QSB filed on
October 16, 2000.
- The Registrant's Registration of Securities pursuant to
Section 12(g) of the Act filed on March 15, 2000.
- Our Registration Statement on Form S-8 (File Number
333-38498), filed on June 2, 2000.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act of 1933, as amended,
File Number 333-38498, with respect to the common stock covered by this Reoffer
Prospectus. This Reoffer Prospectus, which is a part of the registration
statement, does not contain all the information set forth in, or annexed as
exhibits to, the registration statement, as permitted by the SEC's rules and
regulations. For further information with respect to us and the common stock
offered under this Reoffer Prospectus, please refer to the registration
statement, including the exhibits, copies of which may be obtained from the
locations described above. Statements concerning any document filed as an
exhibit are not necessarily complete and, in each instance, we refer you to the
copy of the document filed as an exhibit to the registration statement.
You may request, at no cost, a copy of any or all of the information
incorporated by reference by writing or telephoning us at: American Energy
Services, Inc., 7224 Lawndale, Houston, Texas 77012, (713) 928-5311.
You should only rely on the information incorporated by reference or
provided in this Reoffer Prospectus or any supplement. We have not authorized
anyone else to provide you with different information. Our common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this Reoffer Prospectus or any supplement is
accurate as of any date other than the date on the front of those documents.
18
<PAGE> 19
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Texas Business Corporation Act (the "TBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. Except as set forth below, a
corporation may not indemnify a director in respect of a proceeding (a) in which
the person is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in the
person's official capacity; or (b) in which the person is found liable to the
corporation. However, a director may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
actually incurred by the person in connection with the proceeding, but if the
person is found liable to the corporation or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification (1)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of this duty to the corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a)(i) The Registrant's Annual Report on Form10-KSB/A - 1
filed on July 27, 2000.
(ii) The Registrant's Registration of Securities pursuant
to Section 12(g) of the Act filed on March 15, 2000.
(b)(i) Quarterly Report on Form 10-QSB filed on July 31,
2000.
(b)(ii) Quarterly Report on Form 10-QSB filed on October 16,
2000.
(c)(i) The description of securities contained in the
Registrant's Registration of Securities pursuant to
Section 12(g) of the Act filed on March 15, 2000.
(c)(ii) Registration Statement on Form S-8 (File Number
333-38498),
19
<PAGE> 20
filed on June 2, 2000.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Texas Business Corporation Act (the "TBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. Except as set forth below, a
corporation may not indemnify a director in respect of a proceeding (a) in which
the person is found liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in the
person's official capacity; or (b) in which the person is found liable to the
corporation. However, a director may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
actually incurred by the person in connection with the proceeding, but if the
person is found liable to the corporation or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification (1)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of this duty to the corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
<PAGE> 21
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 2000 Stock Option Plan(1)
5.1 *Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.
23.1 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 * Consent of Simonton, Kutac & Barnidge, L.L.P.
24.1 * Powers of Attorney (included on p. II-5 of this Registration
Statement).
(1) Incorporated by reference to the document bearing exhibit 4.5 as contained
in Registrant's Registration Statement on Form S-8, File Number 333-38498, filed
on June 2, 2000.
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) 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 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; (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; and (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 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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
Securities Act of 1933 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
<PAGE> 22
in the Securities 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 and will be governed by the final adjudication of such issue.
<PAGE> 23
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 Houston, Texas on the 16th day of January, 2001.
AMERICAN ENERGY SERVICES, INC.
By: /s/ Patrick S. Elliott
------------------------------
Patrick S. Elliott, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on the 16th day of January, 2001.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Patrick S. Elliott
---------------------- President and Director
Patrick S. Elliott
/s/ Larry S. Elliott
-------------------- Vice President and Chairman of the Board
Larry S. Elliott
/s/ Mark P. Elliott
------------------- Vice President and Director
Mark P. Elliott
/s/ Cary P. McCarra
------------------- Vice President and Director
Cary P. McCarra
/s/ Sidney J. McCarra
--------------------- Vice President and Director
Sidney J. McCarra
</TABLE>
<PAGE> 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick S. Elliott, his true and lawful
attorneys-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed by the following persons in the
capacities indicated on the 16th day of January, 2001.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Patrick S. Elliott President and Director
----------------------
Patrick S. Elliott
/s/ Larry S. Elliott Vice President and Chairman of the Board
--------------------
Larry S. Elliott
/s/ Mark P. Elliott Vice President and Director
-------------------
Mark P. Elliott
/s/ Cary P. McCarra Vice President and Director
-------------------
Cary P. McCarra
/s/ Sidney J. McCarra Vice President and Director
---------------------
Sidney J. McCarra
</TABLE>
II-5
<PAGE> 25
EXHIBIT INDEX (1)
INDEX AND DESCRIPTION OF EXHIBITS.
EXHIBIT NO. DESCRIPTION
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.
23.1 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1)
23.2 * Consent of Simonton, Kutac & Barnidge, L.L.P.
24.1 * Powers of Attorney (included on p. II-5 of this Registration
Statement).
(1) All other exhibits listed in Item 8 of Part II of this Registration
Statement have been incorporated by reference herein, as indicated in Item 8.
* Filed herewith.
