Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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WYOMING OIL & MINERALS, INC.
(Exact name of registrant as specified in its charter)
Wyoming 83-0217330
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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330 South Center, Suite 419, Casper, WY 82601
(Address of Principal Executive Offices) (Zip Code)
Wyoming Oil & Minerals, Inc.
Y2K Employee Benefit Plan
(Full title of the plan)
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Michael D. Herman
Chief Executive Officer
Wyoming Oil & Minerals, Inc.
330 South Center, Suite 419
Casper, WY 82601
(Name and address of agent for service)
(307) 234-9638
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered price per share price registration fee
Common Stock, 200,000 (1) $9.25 (3) $1,850,000 $488.40
par value $.01,
underlying options
Common Stock, 50,000 (2) $9.25 (3) $ 462,500 $122.10
par value $.01
</TABLE>
(1) Represents the maximum number of shares which may be issued upon exercise
of options pursuant to this Registration Statement.
(2) Represents the maximum number of shares which may be issued directly (not
upon exercise of options) pursuant to this Registration Statement.
(3) Estimated solely for purposes of calculating the registration fee based,
pursuant to Rule 457(h)(1), on the average of the high and low prices of the
Registrant's common stock as reported on the OTC Bulletin Board on March 6,
2000, or $9.25 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Wyoming Oil & Minerals, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
February 28, 1999 (file no. 0-07919), including all amendments;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1999 (file no. 0-07919), including all amendments;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1999 (file no. 0-7919), including all amendments;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1999 (file no. 0-7919), including all amendments;
(e) The Company's Current Report on Form 8-K dated October
29, 1999 (file no. 0-7919), filed on November 9, 1999;
(f) The Company's Current Report on Form 8-K dated February 2,
2000 (file no. 0-7919), filed on February 25, 2000; and
(g) The description of the Company's Common Stock, no par
value ("Common Stock") which is contained in Exhibit 3.1 hereto, including any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or which de-registers all
securities 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 document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 17-16-851 of the Wyoming Business Corporation Act provides
that a corporation may indemnify an individual who is a party to a
proceeding because he is a director against liability incurred in
the proceeding if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed that his conduct was in or at
least not opposed to the corporation's best interests; and
(iii) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful; or
(iv) He engaged in conduct for which broader indemnification
has been made permissible or obligatory under a provision of the
articles of incorporation.
The statute also provides that a director's conduct with respect
to an employee benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of paragraph ii) above.
<PAGE>
The statute further provides that the termination of a proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in this section.
The statute also provides that, unless ordered by a court, a
corporation may not indemnify a director under this section:
(i) In connection with a proceeding by or in the right of
the corporation, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the
director has met the standard of conduct set forth above; or
(ii) In connection with any proceeding with respect to
conduct for which he was adjudged liable on the basis that he
received a financial benefit to which he was not entitled.
Section 17-16-852 of the Wyoming Business Corporation Act requires
a corporation to indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to
which he was a party because he was a director of the corporation
against reasonable expenses incurred by him in connection with the
proceeding.
Section 17-16-856 of the Wyoming Business Corporation Act allows
a corporation to indemnify an officer of the corporation who is a party to
a proceeding because he is an officer of the corporation:
(i) To the same extent as a director; and
(ii) If he is an officer but not a director, to such further
extent as may be provided by the articles of incorporation, the
bylaws, a resolution of the board of directors or contract, except
for:
(A) Liability in connection with a proceeding by or in the
right of the corporation other than for reasonable expenses
incurred in connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(I) Receipt by him of a financial benefit to which he is
not entitled;
(II) An intentional infliction of harm on the
corporation or the shareholders; or
(III) An intentional violation of criminal law.
(iii) A corporation may also indemnify and advance expenses
to a current or former officer, employee or agent who is not a
director to the extent, consistent with public policy, that may be
provided by its articles of incorporation, bylaws, general or
specific action of its board of directors or contract.
The Company's Articles of Incorporation permit the Company to
indemnify each director and each officer, his heirs, executors and
administrators against expenses reasonably incurred or liability incurred by
him in connection with any action, suit or proceeding to which he may
be made a party by reason of his being or having been a director
or officer of the corporation, except in relation to matters as to
which he shall be finally adjudged in such action, suit or proceeding
to be liable for fraud or misconduct. In the event of a settlement
before or after action or suit, the Company's Articles state that
indemnification shall be provided only in connection with such
matters covered by the settlement as to which the corporation is
advised by counsel that the person to be indemnified was not guilty of
such fraud or misconduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit Number Description
Exhibit 3.1 Certificate of Incorporation, as amended to date.
Exhibit 3.2 By-Laws of the Company, as amended to date.
Exhibit 4.1 Description of common stock (included
in Exhibit 3.1 hereto).
Exhibit 4.2 Wyoming Oil & Minerals, Inc. Y2K Employee Benefit Plan.
Exhibit 5.1 Opinion of Fleming & O'Neill, P.C.
Exhibit 23.1 Consent of Maurice M. Morton, C.P.A.
Exhibit 23.2 Consent of Fleming & O'Neill, P.C. (included in Exhibit
5.1 hereto).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the 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 (the "Act");
(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.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; 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 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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 director, officer or controlling person in
<PAGE>
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 questions whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirement for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Colorado Springs, Colorado on March 6,
2000.
WYOMING OIL & MINERALS, INC.
By: /s/ Michael D. Herman
Michael D. Herman,
Chairman and
Chief Executive Officer
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
By: /s/ Jack C. Bradley, Jr.
Jack C. Bradley, Jr., Director
By: /s/ Gerard Laheney
Gerard Laheney, Director
<PAGE>
EXHIBITS INDEX
Exhibit Number Description
Exhibit 3.1 Certificate of Incorporation, as amended to date.
Exhibit 3.2 By-Laws of the Company, as amended to date.
Exhibit 4.1 Description of common stock (included
in Exhibit 3.1 hereto).
Exhibit 4.2 Wyoming Oil & Minerals, Inc. Y2K Employee Benefit Plan.
Exhibit 5.1 Opinion of Fleming & O'Neill, P.C.
Exhibit 23.1 Consent of Maurice M. Morton, C.P.A.
Exhibit 23.2 Consent of Fleming & O'Neill, P.C. (included in Exhibit
5.1 hereto).
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
WYOMING COAL CORPORATION
We, the undersigned, natural persons of the age of twenty-one
years or more, acting as incorporators of a corporation under the
Wyoming Business Corporation Act, adopt the following Articles of
Incorporation for such corporation.
ARTICLE I
[Note to reader: This Article was amended on August 18, 1981. See
that amendment, included in this Exhibit 3.1, for current text.]
Name
The name of the Corporation shall be WYOMING COAL CORPORATION.
ARTICLE II
Duration
The period of duration of the Corporation shall be perpetual.
ARTICLE III
Objects, Purposes and Powers
The purposes for which the Corporation is organized are to engage
in any activity or business not in conflict with the laws of the State
of Wyoming or of the United States and, without limiting the
generality of the foregoing, specifically:
1. To engage in exploring, prospecting, drilling for, developing
mining, extracting, producing, milling, refining and otherwise
processing for its own account and for the account of others any and
every type of mineral substance of whatever nature, including but not
limited to oil, gas, and other hydrocarbon substances, base and
precious metals, and fissionable materials.
2. To market any and all mineral substances, including all
hydrocarbon substances, before or after refinement.
3. To manufacture, buy, sell, and generally deal in any article.
product, or commodity produced as the result of or through the use of
any inventions, devices, processes, discoveries, formulae,
improvements, and/or modifications of any thereof, or any articles,
products, commodities, supplies, and materials used or suitable to be
used in connection therewith or in any manner applicable or incidental
thereto; to grant licenses, sublicenses, rights, interests, and/or
privileges in respect to any of the foregoing; to supervise or
otherwise exercise such control over its licensees or grantees and the
business conducted by them, as may be agreed upon in its contracts or
agreements with such licensees or grantees, for the protection of its
rights and interests therein; and to secure to it the payment of
agreed royalties or other consideration.
4. To form, promote, and assist, financially or otherwise,
corporations, syndicates, partnerships, companies, and associations of
all kinds; to give any lawful guarantee in connection therewith or
otherwise for the payment of money or for the performance of any
obligations or undertakings; and to achieve the purposes and exercise
the power specified herein; either directly or through subsidiary
corporations, syndicates, partnerships, companies, or other
associations.
5. To acquire, own, hold, develop, maintain, operate, manage,
lease, sell, exchange, convey, mortgage, dispose of, and otherwise
deal in property of every nature and description, both real and
personal, whether situated in the United States or elsewhere, so far
as permissible by law; to pay for the same in cash, the stock of this
Corporation, bonds, or otherwise; to bold, exploit, and develop or in
any manner to dispose of or assign the whole or any part of the
property so purchased; and to produce, refine, and market any and all
minerals or other products from any such operations.
6. To advance or negotiate the advance of money or interest on
securities or otherwise; to lend money or negotiate loans; to draw,
accept, endorse, discount, buy, sell, and deliver bills of exchange,
promissory notes, bonds, debentures, coupons, and other negotiable
instruments and securities; and to issue on commission, subscribe for,
take, acquire, and hold, sell, exchange, and deal in shares, stocks,
bonds, obligations, and securities of any government or authority or
company.
7. Generally, to carry on and undertake any business, undertaking,
transaction, or operation commonly carried on or undertaken by
promoters and financiers; and to engage in any other business which
may seem to the Corporation capable of being conveniently carried on
in connection with the above or calculated, directly or indirectly, to
enhance the value of or render profitable any of the Corporation's
activities or business.
8. To have one or more offices to carry on all or any of its
business and, without restrictions or limits, to purchase or otherwise
acquire and to own, hold, maintain, work, develop, sell, trade,
exchange, convey, mortgage, lease, or otherwise dispose of, without
limit as to amount, and in any part of the world, any property, real,
personal, or mixed, and any interests and rights, in whole or in part,
therein.
9. To apply for, obtain, register, lease, purchase, or otherwise
acquire, hold, use, sell, trade, exchange, assign, mortgage, or
otherwise dispose of trademarks, copyrights, inventions, trade names,
formulae, secret processes, and all improvements and processes used in
connection with or secured under letters patent of the United States
or of other countries or otherwise, and to grant licenses in respect
thereto, and otherwise turn the same to account.
10. To contract with the United States, or any agency thereof, or
any of the states or political subdivisions thereof, or with any
persons in authority, municipalities, boards, bureaus, or departments,
or any political subdivisions of any state of the United States or
colonies or territories thereof, or any foreign countries, or any
political subdivisions thereof, and all corporations, firms,
associations, and individuals in relation to or in connection with any
of the objects, purposes, or business of the Corporation.
11. To act as a dealer for the sale of its own stocks and bonds
and to execute all instruments incident to the above; to enter into
underwriting agreements for the sale of its stocks and bonds or other
securities; and to make and enter into options for the sale of its
stock upon such terms and conditions as are permitted by the laws of
the State of Wyoming and the United States.
12. To indemnify officers, directors, and employees against harm
or loss resulting from their actions in their capacities as such.
13. To purchase or otherwise acquire and to hold, mortgage,
pledge, sell, exchange, or otherwise dispose of securities (which term
includes, without limitation of the generality thereof, any shares of
stocks, bonds, debentures, notes, mortgages, or other obligations, and
any certificates, receipts, or other instruments representing rights
to receive, purchase, or subscribe for the same, or representing any
other rights or interests therein or in any property or assets)
created or issued by such persons, firms, associations, corporation,
or governments or subdivisions thereof; to make payment therefor in
any lawful manner; and to exercise, as owner or holder of any
securities, any and all rights, powers, and privileges in respect
thereof.
14. To lend its uninvested funds from time to time to such extent
to such persons, firms, associations, corporations, governments, or
subdivisions thereof, and on such terms and on such security, if any,
as the Board of Directors of the Corporation, may determine.
15. To endorse or guarantee the payment of principal, interest, or
dividends upon, and to guarantee the performance, of, sinking-fund or
other obligations of any securities, and to guarantee in any way
permitted by law the performance of any of the contracts or other
undertakings in which the Corporation may otherwise be or become
interested, of any persons, firms, association, corporation,
government or subdivision thereof, or of any other combination,
organization, or entity whatsoever.
16. To conduct its business in Wyoming, other states, the District
of Columbia, the territories and colonies of the United States, and
foreign countries and territories and colonies thereof; to have one or
more offices outside of this state; and to acquire, purchase, hold,
mortgage, pledge, assign, transfer, and convey real and personal
property out of Wyoming.
17. In furtherance of and not in limitation of the powers
conferred by the laws of the State of Wyoming, the Board of Directors
is expressly authorized without the assent or the vote of the
stockholders to issue bonds, debentures, or other obligations of the
Corporation, secured or unsecured, from time to time, for any of the
objects or purposes of the Corporation and to include therein such
provisions as the redeemability, convertibility into stock, or
otherwise, and to sell or otherwise dispose of any or all of them, all
in such manner and upon such terms as the Board of Directors may deem
proper and as shall be fixed and stated in a resolution or resolutions
adopted by the Board of Directors.
18. To such extent as a corporation organized under the laws of
the State of Wyoming may now or thereafter lawfully do, to do, either
as principal or agent and either alone or in connection with other
corporations, firms, or individuals, all and everything necessary,
suitable, convenient, or proper for, in connection with, or incident
to the accomplishment of any of the purposes or the attainment of any
one or more of the objects herein enumerated or designed directly or
indirectly to promote the interests of the Corporation or to enhance
the value of its properties; and, in general, to do any and all things
and exercise any and all powers, rights, and privileges which a
corporation may now or thereafter be organized to do or to exercise
under the laws of the State of Wyoming or under any act amendatory
thereof, supplemental thereto, or substituted therefor.
19. To become a member of one or more partnerships, limited
partnerships, joint ventures, or similar associations.
The several clauses contained in this statement of purposes shall
be construed as both purposes and powers; and the statements contained
in each clause shall be in nowise limited or restricted, by reference
to or inference from the terms of any other clause, but shall be
regarded as independent purposes and powers. No recitation,
expression, or declaration of specific purposes or special powers
herein enumerated shall be deemed to be exclusive; but it hereby is
expressly declared that all other lawful powers not inconsistent
herewith are hereby included.
ARTICLE IV
[Note to reader: This Article was amended on Feb. 18, 2000. See
that amendment, included in this Exhibit 3.1, for current text.]
Capital Stock
The Corporation shall have the authority to issue an aggregate of
10,000,000 shares of common stock having one cent par value.
The limitations and relative rights of shares of common stock
described in this Article IV shall be as follows:
1. All stock, when issued, shall be fully paid and nonassessable.
2. No holder of shares of common stock of the Corporation shall be
entitled, as such, to any preemptive or preferential right to
subscribe to any unissued stock or any other securities which the
Corporation may now or hereafter be authorized to issue. The Board of
Directors of the Corporation may, however, in its discretion by
resolution determine that any unissued securities of the Corporation
shall be offered for subscription solely to the holders of common
stock of the Corporation, or solely to the holders of any class or
classes of such stock, in such proportions based on stock ownership as
said board in its discretion may determine.
3. Each share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy. Cumulative
voting in election of directors shall be permitted.
4. The Board of Directors may cause any stock issued by the
Corporation to be issued subject to such lawful restrictions,
qualifications, limitations, or special rights as they deem fit;
provided, however, that such special restrictions, qualifications,
limitations, or special rights shall be conspicuously noted in summary
form on the certificate evidencing ownership of such stock.
5. The Corporation's common stock may be issued and sold from time
to time for such consideration as may be fixed by the Board of
Directors; provided that the consideration so fixed is not less than
par value.
6. Subject to the laws of the State of Wyoming and to the
limitations and relative rights herein expressed, all holders of
shares of the Corporation's common stock shall be entitled equally (on
a per share basis) to all usual rights and privileges of shareholders.
ARTICLE V
Place of Business
The address of the Corporation's principal office is 506 Gillette
Avenue, Gillette, Wyoming. The initial agent for service of process at
that address will be Tim Watt.
ARTICLE VI
[Note to reader: This Article was amended on March 5, 1974. See
that amendment, included in this Exhibit 3.1, for current text.]
Directors
The affairs of the Corporation shall be governed by a Board of
Directors of not less than three (3) nor more than seven (7) directors
who shall be elected in accordance with the By-Laws of the Corporation
and the statutes of the State of Wyoming now or hereafter in effect.
The number of directors shall be increased or decreased in accordance
with the By-Laws of the Corporation and the laws of the State of
Wyoming as now or hereafter in effect, except that the number
constituting the initial Board of Directors, who hold office at the
time of adoption of this amendment, are as follows:
Name Address
Jack C. Bradley, Jr., Director 401 Lincoln, Gillette, Wyoming
Tim Watt, Director 504 Gillette, Gillette, Wyoming
Cheryl Coulter, Director North of Gillette, Gillette, Wyoming
Directors of the Corporation need not be residents of the State of
Wyoming and need not own shares of the Corporation's stock.
Meetings of the Board of Directors, regular or special, may be
held within or without the State of Wyoming upon such notice as may be
prescribed by the By-Laws of the Corporation. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends such meeting for the express purpose
of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted
at nor the purpose of any regular or special meeting of the Board of
Directors needs to be specified in the notice of waiver of notice of
any such meeting unless the By-Laws of the Corporation otherwise
require.
A majority of the number of directors at any time constituting the
Board of Directors shall constitute a quorum for the transaction of
business; and the action of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.
Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of any
increase in the number of directors shall be filled by election at an
annual meeting of shareholders of the Corporation or a special meeting
of such shareholders called for that purpose.
The Board of Directors shall have the power to designate, by
resolution passed by a majority of the whole board, not less than two
(2) of its members to constitute an Executive Committee which, to the
extent provided in said resolution or in the By-Laws of the
Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business, affairs, and property of
the Corporation during the intervals between the meetings of the
directors, including the power to authorize the seal of the
Corporation to be affixed to all papers that may require it; and when
the seal has been so affixed pursuant to such authority, it shall be
deemed to have been affixed by the order of the Board of Directors.
The Board of Directors of the Corporation may, from time to time,
distribute to its shareholders in partial liquidation, out of capital
surplus of the corporation, a portion of its assets, in cash or
property, subject to the following provisions:
1. No such distribution shall be made at a time when the
corporation is insolvent or when such distribution would render the
corporation insolvent.
2. Each such distribution, when made, shall be identified as a
distribution in partial liquidation and the amount per share disclosed
to the shareholders receiving the same concurrently with the
distribution thereof.
ARTICLE VII
By-Laws
The By-Laws of the Corporation shall be adopted by its Board of
Directors. The power to alter, amend, or repeal the By-Laws, or to
adopt new By-Laws, shall be vested in the Board of Directors, except
as may otherwise be specifically provided in the By-Laws.
ARTICLE VIII
Commencement of Business
The Corporation will not commence business until at least Five
Hundred ($500) Dollars has been received by it as consideration for
the issuance of shares.
ARTICLE IX
Transactions with Directors and Other Interested Parties
No contract or other transaction between the Corporation and any
other corporation, whether or not a majority of the shares of the
capital stock of such other corporation is owned by this Corporation,
and no act of this Corporation shall in any way be affected or
invalidated by the fact that any of the directors of this Corporation
are pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation. Any director of this Corporation,
individually, or any firm of which such director may be a member, may
he a part to, or may be pecuniarily or otherwise interested in, any
contract or transaction of the Corporation; provided, however, that
the fact that he or such firm is so interested shall be disclosed or
shall have been known to the Board of Directors of this Corporation or
a majority thereof; and any director of this Corporation who is also a
director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at
any meeting of the Board of Directors of this Corporation that shall
authorize such a contract or transaction and may vote thereat to
authorize such contract or transaction with like force and effect as
if he were not such director or officer of such other corporation or
not so interested.
[Note to reader: New Articles X, XI and XII were adopted on March 5, 1974.
See that amendment, included in this Exhibit 3.1, for current text.]
Dated this 15th day of February, 1973.
/s/ Jack C. Bradley, Jr.
/s/ Tim Watt
/s/ Cheryl Coulter
STATE OF WYOMING)
County of Campbell) ss.
I, Milton L. Coulter, a notary public, hereby certify that on the
day of 15th day of Feb., 1973, before me personally appeared Jack C.
Bradley, Jr., Tim Watt and Cheryl Coulter, who, being by me first duly
sworn, declared that they are the persons who signed the foregoing
document as incorporators and that the statements contained therein
are true and correct.
/s/ Milton L. Coulter
Notary Public
My commission expires: Dec. 13, 1975
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AMENDMENT EFFECTIVE MARCH 5, 1974
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WYOMING COAL CORPORATION
Pursuant to the provisions of the Wyoming Business Corporation
Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is WYOMING COAL CORPORATION.
SECOND: The following amendments to the Articles of Incorporation were
adopted by the shareholders of the corporation on February 12, 1974,
in the manner prescribed by the Wyoming Business Corporation Act.
Article IV hereby is repealed and a new Article IV is adopted as
follows:
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000, each share to have a par value of
$0.01.
The limitations and relative rights of shares of common stock
described in this Article IV shall be as follows:
l. All stock, when issued, shall be fully paid and nonassessable.
2. No holder of shares of common stock of the Corporation shall be
entitled, as such, to any preemptive right to subscribe to any
unissued stock or any other securities which the Corporation may now
or hereafter be authorized to issue. The Board of Directors of the
Corporation may, however, in its discretion by resolution determine
that any unissued securities of the Corporation shall be offered for
subscription solely to the holders of common stock of the Corporation,
or solely to the holders of any class or classes of such stock, in
such proportions based on stock ownership as said board in its
discretion may determine.
3. Each share of common stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy. Cumulative
voting in election of directors shall be permitted.
4. The Board of Directors may cause any stock issued by the
Corporation to be issued subject to such lawful restrictions,
qualifications, limitations, or special rights as they deem fit;
provided, however, that such special restrictions, qualifications,
limitations, or special rights shall be conspicuously noted in summary
form on the certificate evidencing ownership of such stock.
5. The Corporation's common stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors;
provided that the consideration so fixed is not less than par value.
Article VI hereby is repealed and a new Article VI is adopted as
follows:
ARTICLE VI
The affairs of the Corporation shall be governed by a Board of
Directors of not less than three (3) nor more than seven (7) directors
who shall be elected in accordance with the By-Laws of the Corporation
and the statutes of the State of Wyoming now or hereafter in effect.
The number of directors shall be increased or decreased in accordance
with the By-Laws of the Corporation and the laws of the State of
Wyoming as now or hereafter in effect, except that the number and
persons constituting the initial Board of Directors are as follows:
Name Address
Jack C. Bradley, Jr., Director 401 Lincoln, Gillette, Wyoming
Tim Watt, Director 504 Gillette, Gillette, Wyoming
Cheryl Coulter, Director North of Gillette, Gillette, Wyoming
Directors of the Corporation need not be residents of the State of
Wyoming and need not own shares of the Corporation's stock.
Meetings of the Board of Directors, regular or special, may be held
within or without the State of Wyoming upon such notice as may be
prescribed by the By-Laws of the Corporation. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends such meeting for the express purpose
of objecting to the transaction or any business because the meeting is
not lawfully called or convened. Neither the business to be transacted
at nor the purpose of any regular or special meeting of the Board of
Directors needs to be specified in the notice of waiver of any such
meeting unless the By-Laws of the Corporation otherwise require.
A majority of the number of directors at any time constituting the
Board of Directors shall constitute a quorum for the transaction of
business; and the action of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though less
than a quorum of the Board of Directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of any increase in the
number of directors shall be filled by election at an annual meeting
of shareholders of the Corporation or a special meeting of such
shareholders called for that purpose.
The Board of Directors shall have the power to designate, by
resolution passed by a majority of the whole board, not less than two
(2) of its members to constitute an Executive Committee which, to the
extent provided in said resolution or in the By-Laws of the
Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business, affairs, and property of
the Corporation during the intervals between the meetings of the
directors, including the power to authorize the seal of the
Corporation to be affixed to all papers that may require it; and when
the seal has been so affixed pursuant to such authority, it shall be
deemed to have been affixed by the order of the Board of Directors.
A new Article X is adopted as follows:
ARTICLE X
The corporation may indemnify each director and each officer, his
heirs, executors and administrators against expenses reasonably
incurred or liability incurred by him in connection with any action,
suit or proceeding to which he may be made a party by reason of his
being or having been a director or officer of the corporation, except
in relation to matters as to which he shall be finally adjudged in
such action, suit or proceeding to be liable for fraud or misconduct.
In the event of a settlement before or after action or suit,
indemnification shall be provided only in connection with such matters
covered by the settlement as to which the corporation is advised by
counsel that the person to be indemnified was not guilty of such fraud
or misconduct. The foregoing right of indemnification shall not
exclude other rights to which he may be entitled.
A new Article XI is adopted as follows:
ARTICLE XI
The officers, directors and other members of management of this
corporation shall be subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in
which this corporation has expressed an interest as determined from
time to time by the corporation's Board of Directors as evidenced by
resolutions appearing in the corporation's Minutes. When such areas of
interest are delineated, all such business opportunities within such
areas of interest which come to the attention of the officers,
directors and other members of management of this corporation, shall
be disclosed promptly to this corporation and made available to it.
The Board of Directors may reject any business opportunity presented
to it and thereafter any officer, director or other member of
management may avail himself of such opportunity. Until such time as
this corporation, through its Board of Directors, has designated an
area of interest, the officers, directors and other members of
management of this corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the rights
of any officer, director or other member of management of this
corporation to continue a business existing prior to the time that
such area of interest is designated by this corporation. This
provision shall not be construed to release any employee of the
corporation (other than an officer, director or member of management)
from any duties which he may have to the corporation.
A new Article XII is adopted as follows:
ARTICLE XII
The Board of Directors of the corporation may, from time to time,
distribute to the corporation's shareholders in partial liquidation,
out of stated capital or capital surplus of the corporation, a portion
of its assets, in cash or properties, and, if at the time the laws of
Wyoming so permit, purchase outstanding shares with stated capital
or capital surplus of the corporation if (a) at the time the
corporation is solvent; and (b) such distribution or purchase would
not render the corporation insolvent; and (c) as regards the
distribution in partial liquidation (i) all cumulative dividends on
all preferred or special classes of shares entitled to preferential
dividends shall have been paid fully; (ii) the distribution would not
reduce the remaining net assets of the corporation below the aggregate
preferential amount payable in the event of voluntary liquidation to
the holders of shares having preferential rights to the assets of the
corporation in the event of liquidation; and (iii) the distribution is
identified as a distribution in partial liquidation and the amount per
share is disclosed to the shareholders receiving the same concurrently
with the distribution thereof.
THIRD: The number of shares of the corporation outstanding at the time
such Amendments were adopted was 3,250,000 and the number of shares
entitled to vote thereon was 3,250,000.
FOURTH: The Corporation has only one class of stock outstanding, it
being $0.01 par value common stock.
FIFTH: The number of shares voted for such Amendment was 3,250,000 and
the number of shares voted against such Amendment was none.
SIXTH: The Amendments do not provide for an exchange, reclassification
or cancellation of issued shares.
SEVENTH: The Amendments effect no change in the amount of stated
capital.
DATED: March 2, 1974.
WYOMING COAL CORPORATION, a Wyoming corporation
By: /s/ Jack C Bradley, Jr., President
S E A L
ATTEST:
/s/ Jess A. Tolerton, Secretary
STATE OF WYOMING
COUNTY OF LARAMIE ss.
On March 2, 1974, before me, James T. Hays, a Notary Public in and for
said County and State, personally appeared Jack C. Bradley, Jr. and
Jess A. Tolerton, who acknowledged before me that they are the
President and Secretary, respectfully, of Wyoming Coal Corporation, a
Wyoming corporation, and that they signed the foregoing Articles of
Amendment as their free and voluntary act and deed for the uses and
purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on March 2,
1974.
My commission expires: October 27, 1976.
/s/ James T. Hays, Notary Public
S E A L
- ----------------------------------------
AMENDMENT EFFECTIVE AUGUST 18, 1981
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
WYOMING COAL CORPORATION
Pursuant to the provisions of Section 51 of the Wyoming Business
Corporation Act, the undersigned Corporation adopts the following
Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is:
WYOMING COAL CORPORATION
SECOND: Article I of the Articles of Incorporation is amended to
read as follows:
"The name of the corporation shall be WYOMING OIL & MINERALS,
INC."
THIRD: The date of the adoption of the Amendment by the
shareholders was August 10, 1981.
FOURTH: The number of shares outstanding and the number of shares
entitled to vote thereon is 14,570,000 shares.
FIFTH: The number of shares voting for such Amendment is
10,193,161 shares. The number of shares voting against such
amendment is 48,075 shares. The number of shares not voting
on such Amendment is 4,328,764 shares.
SIXTH: The Amendment does not provide for an exchange
reclassification or cancellation of its issued shares.
SEVENTH: The Amendment does not effect a change in the amount of
stated capital.
DATED: August 10, 1981.
WYOMING COAL CORPORATION
By: /s/ Jack C. Bradley, Jr.
Jack C. Bradley, Jr. President
/s/ Jess A. Tolerton
Jess A. Tolerton, Secretary
STATE OF WYOMING
COUNTY OF NATRONA) SS
The foregoing instrument was acknowledged before me by Jack C.
Bradley, Jr. and Jess A. Tolerton on behalf of Wyoming Coal
Corporation this l0th day of August, l981.
Witness my hand and official seal
/s/ Virginia Voelker, Notary Public
My commission expires March 31, 1982
- ---------------------------------------------------------------------
AMENDMENT EFFECTIVE FEB. 18, 2000
Secretary of State
State of Wyoming
The Capitol
Cheyenne, WY 82002-0020
ARTICLES OF AMENDMENT
(BY SHAREHOLDERS)
1. The name of the corporation is Wyoming Oil & Minerals, Inc.
2. Article IV is amended in its entirety to read as follows:
ARTICLE IV
1. AUTHORIZATION. The corporation is authorized to issue
25,000,000 Common Shares, each share with a par value of $0.01, and
2,000,000 "blank check" Preferred Shares, without par value. All
shares, when issued, shall be fully paid and nonassessable. The
limitations and relative rights of the Common Shares and the
Preferred Shares, and the Board of Directors' authority with respect
to the Preferred Shares, shall be as follows:
2. PREFERRED SHARES. The Preferred Shares shall have such
other designations, preferences, and such relative, participating,
optional or other special rights as may be fixed by the
corporation's Board of Directors, with such qualifications,
limitations or restrictions of such preferences or rights as shall
be stated and expressed in this Article Four and in the resolution
or resolutions as may be adopted from time to time by the Board of
Directors in accordance with the laws of the State of Wyoming.
3. COMMON SHARES. Each share of Common Stock shall be
entitled to one vote at stockholders' meetings, either in person or
by proxy. Cumulative voting in election of directors shall be
permitted.
Every one hundred shares of Common Stock, $.01 par value per
share, of the Corporation outstanding or held in treasury
immediately prior to the effective date of this Amendment to Article
Fourth of the Corporation's Articles of Incorporation (the "Pre-
Reverse Common Stock") shall, without any action on the part of the
respective holders thereof, be reclassified as and changed into one
share of the Corporation's common stock as it is constituted
immediately after the effective date of this Amendment (the "Post-
Reverse Common Stock"). No fractional shares of Post-Reverse Common
Stock shall be issued upon such reclassification and conversion, and
the number of shares of Post-Reverse Common Stock to be issued to
each holder of record shall be rounded up to the nearest whole
share. The capital of the Corporation attributable to the shares of
Post-Reverse Common Stock into which the Pre-Reverse Common Stock
shall be reclassified and changed in the aggregate shall be adjusted
to reflect the reclassification. Each stock certificate that,
immediately prior to the time that this Amendment becomes effective,
represents shares of Pre-Reverse Common Stock shall, from and after
the time that this Amendment becomes effective, automatically and
without the necessity of presenting the same for exchange, represent
the same number of shares of Post-Reverse Common Stock as shall be
determined hereby.
4. PROVISIONS APPLICABLE TO COMMON SHARES AND PREFERRED
SHARES.
a. No holder of shares of capital stock of the
Corporation shall be entitled, as such, to any preemptive
right to subscribe to any unissued stock or any other
securities which the Corporation may now or hereafter be
authorized to issue. The Board of Directors of the
Corporation may, however, in its discretion by resolution
determine that any unissued securities of the Corporation
shall be offered for subscription solely to the holders of any
class or classes of such stock, in such proportions based on
stock ownership as said board in its discretion may determine.
b. The Board of Directors may cause any capital stock
issued by the Corporation to be issued subject to such lawful
restrictions, qualifications, limitations, or special rights
as it deems fit; provided, however, that such special
restrictions, qualifications, limitations, or special rights
shall be conspicuously noted in summary form on the
certificate evidencing ownership of such stock.
c. The Corporation's capital stock may be
issued and sold from time to time for such consideration as
may be fixed by the Board of Directors; provided that the
consideration so fixed is not less than par value, if the
class or series has a par value.
***************
3. The amendment was adopted on February 2, 2000, by the shareholders.
4. The designation, number of outstanding shares, and number of votes
entitled
to be cast by each voting group entitled to vote separately on the
amendment is 24,650,000 shares of common stock, entitled to a total of
24,650,000 votes.
The number of votes of each voting group indisputably represented at the
meeting was: Common Stock:14,016,195 votes.
5. The total number of votes cast for the amendment by the common stock
voting group was: 13,435,275 votes for the reverse split; 12,724,275 for the
blank check preferred stock.
The total number of votes cast against the amendment by the common stock
voting group was: 568,500 against the reverse split; 1,268,500 against the
blank check preferred stock.
6. The number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.
7. The effective date of this Amendment shall be Feb. 18, 2000 at 9:30 a.m.
Eastern time.
Date: Feb. 2, 2000 Signed: /s/ Jack C. Bradley, Jr.
Jack C. Bradley, Jr., President
EXHIBIT 3.2
BYLAWS
OF
WYOMING OIL & MINERALS, INC.
OFFICES
Section 1. The principal offices of the corporation in the State of
Wyoming shall be located at 506 Gillette Avenue, Gillette, Wyoming
82716. The corporation may have such other offices either within or
without the State of Wyoming, as the Board of Directors may designate
or as the business of the corporation may require from time to time.
SHAREHOLDERS
Section 2. Annual Meetings. The annual meeting of the shareholders
shall be held during the months of June, July or August of each year,
at such time and place as the President, Vice President or Secretary
shall designate, for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting.
Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may
be called by the President or by the Board of Directors, and shall be
called by the President at the request of the holders of not less than
one-tenth of all the outstanding shares of the corporation entitled to
vote at the meetings.
Section 4. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wyoming, as the place of
meeting for any annual meeting or for any special meeting called by
the Board of Directors. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either within
or without the State of Wyoming, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office
of the corporation in the State of Wyoming.
Section 5. Notice of Meeting. Written or printed notice
stating the place, date and hour of the meeting and, in case of
a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or
by mail, by or at the direction of the President, or the Secretary, or
the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States Mail,
addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
Section 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend or in order
to make a determination of shareholders for any other proper purpose,
the Board of Directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed,
in any case, fifty days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for
at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty days
and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer
books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been
made as provided in this section, such determination shall apply to
any adjournment thereof.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy shall
constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares ate represented at a meeting, a
majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 9. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or
proxy as the By-Laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such
corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if
authority so to do be contained in an appropriate order of the court
by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Shares of its own stock belonging to the corporation or held by it in
a fiduciary capacity shall not be voted, directly or indirectly, at
any meeting, and shall not be counted in determining the total number
of outstanding shares at any given time.
Section 10. Voting. At each election for Directors every shareholder
entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many
persons as there are Directors to be elected, or to cumulate his votes
by giving one candidate as many votes as the number of such Directors
multiplied by the number of his shares shall equal, or by distributing
such votes on the same principle among any number of such candidates.
Section 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may
be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
BOARD OF DIRECTORS
Section 12. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 13. Number, Tenure and Qualifications. The number of Directors
of the corporation shall be three. Each Director shall hold office
until the next annual or special meeting of shareholders at which a
new Board of Directors is elected and until his successor shall have
been elected and qualified. Directors need not be residents of Wyoming
or shareholders of the corporation.
Section 14. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide by resolution, the
time and place, either within or without Wyoming for the holding of
additional regular meetings without other notice than such resolution.
Section 15. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any
two Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or
without the State of Wyoming as the place for holding any special
meeting of the Board of Directors called by them.
Section 16. Notice. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered
personally or by telegram to each Director or mailed to each Director
at his business address at least five days previously thereto. If
mailed, such notice shall be deemed to be delivered when deposited in
the United States mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting. The attendance of a Director
at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such
meeting.
Section 17. Quorum. A majority of the number of Directors fixed by
Section 13 shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.
Section 18. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 19. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of shareholders
called for that purpose.
Section 20. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from
serving the corporation in any other capacity and receiving
compensation therefor.
Section 21. Presumption of Assent. A Director of the corporation who
is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered into the minutes
of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
Section 22. Informal Action by Directors. Any action required to be
taken at a meeting of the Directors, or any other action which may be
taken at a meeting of the Directors, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors with respect to the subject matter
thereof.
OFFICERS
Section 23. Number. The officers of the corporation shall be a
President, a Secretary, and a Treasurer, each of whom shall be elected
by the Board of Directors. One or more Vice-Presidents (the number
thereof to be determined by the Board of Directors) and such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the-Board of Directors. Any two or more
offices may be held by the same person, except the offices of
President and Secretary.
Section 24. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders. If
the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
Section 25. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever
in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 26. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.
Section 27. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business
and affairs of the corporation. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. He may
sign, with the Secretary, Assistant Secretary, or any other proper
officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts or other instruments which the Board of
Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the
Board of Directors or by these By-Laws to some other officer or agent
of the corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
Section 28. The Vice-Presidents. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice-
President (or in the event there be more than one Vice-President, the
Vice-Presidents in the order designated at the time of their election,
or in the absence of any designation, then in the order of their
election, if there be a Vice-President shall perform the duties of the
President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Any Vice-President
may sign, with the Secretary or an Assistant Secretary, certificates
for shares of the corporation; and shall perform such other duties as
from time to time may be assigned to him by the President or by the
Board of Directors.
Section 29. The Secretary. The Secretary shall: (A) keep the minutes
of the shareholders and of the Board of Directors meetings in one or
more books provided for that purpose; (B) see that all notices are
duly given in accordance with the provisions of these By-Laws or as
required by law; (C) be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the
corporation under its seal is duly authorized; (D) keep a register of
the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (E) sign with the President, or
a Vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the
Board of Directors; (F) have general charge of the stock transfer
books of the corporation; and (G) in general perform all duties
incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of
Directors.
Section 30. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties
in such sum and with such surety or sureties as the Board of Directors
shall determine. He shall: (A) have charge and custody of and be
responsible for all funds and securities of the corporation; receive
and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies, or other depositories as
shall be selected; and (B) in general perform all of the duties
incident to the office of Treasurer and such other duties as from time
to time may be assigned to him by the President or by the Board of
Directors.
Section 31. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may
sign with the President or a Vice-President certificates for shares of
the corporation the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds for
the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.
Section 32. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is
also a Director of the corporation.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 33. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 34. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
Section 35. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation, shall be signed by such officer
or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of
Directors.
Section 36. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as
the Board of Directors may select.
MISCELLANEOUS
Section 37. Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the
Board of Directors. Such certificates shall be signed by the President
or a Vice-President and by the Secretary or an Assistant Secretary.
All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of
Directors may prescribe
Section 38. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by
the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation, and on surrender for cancellation of
the certificate for such shares. The person in whose name shares stand
on the books of the corporation shall be deemed by the corporation to
be the owner thereof for all purposes.
Section 39. Dividends. The Board of Directors may from time to time
declare, and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions provided by
law.
Section 40. Seal. The Board of Directors shall provide a corporate
seal which shall be circular in form and shall have inscribed thereon
the name of the corporation and the state of incorporation and the
words, "Corporate Seal."
Section 41. Waiver of Notice. Whenever any notice is required to be
given to any shareholder or Director of the corporation under the
provisions of these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of the Wyoming Business
Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice.
Section 42. Amendments. These By-Laws may be altered, amended or
repealed and new By-Laws may be adopted by the Board of Directors at
any regular or special meeting of the Board of Directors.
EXHIBIT 4.2
WYOMING OIL & MINERALS, INC.
Y2K EMPLOYEE BENEFIT PLAN
1. NAME AND PURPOSES OF THE PLAN
(a) The plan set forth herein shall be known as the "Wyoming
Oil & Minerals, Inc. Y2K Employee Benefit Plan" (the "Plan").
(b) The purposes of the Plan are to:
(i) Encourage selected employees, directors and consultants
to improve operations and increase profits of Wyoming Oil &
Minerals, Inc., a Wyoming corporation (the "Company");
(ii) Encourage selected employees, directors and consultants
to accept or continue employment or association with the
Company; and
(iii) Increase the interest of selected employees, directors
and consultants in the Company's welfare through
participation in the growth in value of the common stock of
the Company (the "Common Stock").
(c) The options granted pursuant to this Plan are not intended to
qualify as "incentive stock options" under Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), and the provisions of this Plan
need not be construed in a manner consistent with the requirements of that Code
section.
2. ELIGIBLE PERSONS AND CERTAIN DEFINITIONS
Any consultant, non-employee director, or full-time employee of the
Company selected by the Administrator (as defined herein) in its sole discretion
is eligible to receive a grant of an option pursuant to this Plan (an "Option")
or a direct grant of Common Stock pursuant to this Plan (a "Grant"). The term
"employee" includes an officer or director who is an employee of the Company.
The term "consultant" includes persons employed by, or otherwise affiliated
with, a consultant. The term "Optionee" shall refer to a person in whose favor
an Option is granted pursuant to this Plan. The term "Grantee" shall refer to a
person in whose favor a Grant is made pursuant to this Plan.
3. STOCK SUBJECT TO THIS PLAN
The total number of shares of Common Stock that may be issued under
Options granted pursuant to this Plan shall not exceed 200,000. Shares
covered by any Option that expires unexercised shall become available again for
grants under the Plan. The total number of shares of Common Stock that may be
issued directly under Grants pursuant to this Plan shall not exceed 50,000.
4. ADMINISTRATION
(a) This Plan shall be administered by the Board of Directors of the
Company (the "Board") or by a committee of at least two Board members to which
administration of the Plan, or of part of the Plan, is delegated (in either
case, the "Administrator").
(b) Subject to the other provisions of this Plan, the Administrator
shall have the authority, in its discretion: (i) to grant Options; (ii) to
make Grants; (iii) to determine the exercise price of Options granted; (iv) to
determine the persons to whom, and the time or times at which, Options shall be
granted and Grants shall be made, and the number of shares subject to each
Option and Grant; (v) to interpret this Plan; (vi) to prescribe, amend, and
rescind rules and regulations relating to this Plan; (vii) to determine the
terms and provisions of each Option granted and Grant made (which need not be
identical), including but not limited to, the time or times at which Options
shall be exercisable; (viii) with the consent of the Optionee or the Grantee, to
modify or amend any Option or Grant; (ix) to defer (with the consent of the
Optionee) the exercise date of any Option; (x) to authorize any person to
execute on behalf of the Company any instrument evidencing the grant of an
Option or the making of a Grant; and (xi) to make all other determinations
deemed necessary or advisable for the administration of this Plan. The
Administrator may delegate nondiscretionary administrative duties to such
employees of the Company as it deems proper.
(c) All questions of interpretation, implementation, and application of
this Plan shall be determined by the Administrator. Such determinations shall be
final and binding on all persons.
(d) With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), if any, transactions
under this Plan are intended to comply with the applicable conditions of Rule
16b-3, or any successor rule thereto. To the extent any provision of this Plan
or action by the Administrator fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Administrator.
Notwithstanding the above, it shall be the responsibility of such persons, not
of the Company or the Administrator, to comply with the requirements of Section
16 of the Exchange Act; and neither the Company nor the Administrator shall be
liable if this Plan or any transaction under this Plan fails to comply with the
applicable conditions of Rule 16b-3 or any successor rule thereto, or if any
such person incurs any liability under Section 16 of the Exchange Act.
5. GRANTING OF OPTIONS AND MAKING OF GRANTS; OPTION AGREEMENT
(a) No Options shall be granted under this Plan or Grants made under this
Plan after ten years from the date of adoption of this Plan by the Board.
(b) Each Option shall be evidenced by a written stock option agreement
(an "Option Agreement"), in form satisfactory to the Company, executed by the
Company and the person to whom such Option is granted; provided, however, that
the failure by the Company, the Optionee, or both to execute such an agreement
shall not invalidate the granting of an Option, although the exercise of each
Option shall be subject to Section 6.3. Each Grant shall be evidenced by a
written grant agreement (a "Grant Agreement").
(c) The Administrator may approve the grant of Options and the making of
Grants under this Plan to persons who are expected to become employees,
directors or consultants of the Company, but are not employees, directors or
consultants at the date of approval.
6. TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Plan shall be subject to the following
terms and conditions:
6.1 Changes in Capital Structure. Subject to Section 6.2, if the Common
Stock is changed by reason of a stock split, reverse stock split, stock
dividend, or recapitalization, combination or reclassification, appropriate
adjustments shall be made by the Administrator in (a) the number and class of
shares of Common Stock subject to this Plan and each Option outstanding under
this Plan, and (b) the exercise price of each outstanding Option; provided,
however, that the Company shall not be required to issue fractional shares as a
result of any such adjustments. Each such adjustment shall be subject to
approval by the Administrator in its sole discretion.
6.2 Corporate Transactions.
(a) In the event of (i) a dissolution or liquidation of the Company,
(ii) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the shareholders of
the Company or their relative stock holdings and the Options granted under this
Plan are assumed, converted or replaced by the successor or acquiring
corporation, which assumption, conversion or replacement will be binding on all
Optionees), (iii) a merger in which the Company is the surviving corporation but
after which the shareholders of the Company immediately prior to such merger
(other than any shareholder which merges with the Company in such merger, or
which owns or controls another corporation which merges, with the Company in
such merger) cease to own their shares or other equity interests in the Company,
or (iv) the sale of all or substantially all of the assets of the Company, any
or all outstanding Options may be assumed, converted or replaced by the
successor or acquiring corporation (if any), which assumption, conversion or
replacement will be binding on all Optionees. In the alternative, the successor
or acquiring corporation may substitute equivalent options or provide
substantially similar consideration to Optionees as was provided to shareholders
(after taking into account the existing provisions of the Options). In the event
such successor or acquiring corporation (if any)does not assume or substitute
Options, as provided above, pursuant to a transaction described in this Section
6.2(a), then notwithstanding any other provision in this Plan to the contrary,
the vesting of such Options will accelerate and the Options will become
exercisable in full prior to the consummation of such event at such times and on
such conditions as the Administrator determines, and if such Options are not
exercised prior to the consummation of the corporate transaction, they shall
terminate upon the consummation of such corporate transaction.
(b) Subject to any greater rights granted to Optionees under the
foregoing provisions of this Section 6.2, in the event of the occurrence of any
transaction described in Section 6.2(a) hereof, any outstanding Options will be
treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation or sale of assets.
6.3 Time of Option Exercise. Subject to Section 5, Options granted
under this Plan shall be exercisable (a) immediately as of the effective date of
the Option Agreement granting the Option, or (b) in accordance with a vesting
schedule attached to the Option Agreement and signed by Optionee; or (c) as
otherwise provided in the Option Agreement. In any case, no Option shall be
exercisable until an Option Agreement in form satisfactory to the Company is
executed by the Company and the Optionee.
6.4 Option Grant Date. Except in the case of advance approvals
described in Section 5(c), the date of grant of an Option under this Plan shall
be the date as of which the Administrator approves the grant.
6.5 Nonassignability of Option Rights. No Option granted under this
Plan shall be assignable or otherwise transferable by the Optionee except by
will or by the laws of descent and distribution. During the life of the
Optionee, an Option shall be exercisable only by the Optionee.
6.6 Payment. Except as provided below, payment in full, in cash, shall
be made for all Common Stock purchased at the time written notice of exercise of
an Option is given to the Company, and proceeds of any payment shall constitute
general funds of the Company. At the time an Option is granted or exercised, the
Administrator, in the exercise of its absolute discretion after considering any
tax or accounting consequences, may authorize the delivery by the Optionee of
Common Stock already owned by the Optionee for all or part of the exercise
price, or such portion thereof as the Optionee is authorized to pay by delivery
of such stock; provided, however, that if an Optionee has exercised any portion
of any Option granted by the Company by delivery of Common Stock, the Optionee
may not, within six months following such exercise, exercise any Option granted
under this Plan by delivery of Common Stock without the consent of the
Administrator.
6.7 Withholding and Employment Taxes.
(a) Whenever shares of Common Stock are to be issued in satisfaction of
Options granted under this Plan, the Company may require the Optionee to remit
to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. Whenever, under this Plan, payments in
satisfaction of Options are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.
(b) When, under applicable tax laws, an Optionee incurs tax liability
in connection with the exercise or vesting of any Option that is subject to tax
withholding and the Optionee is obligated to pay the Company the amount required
to be withheld, the Administrator may in its sole discretion allow the Optionee
to satisfy the minimum withholding tax obligation by electing to have the
Company withhold from the shares to be issued that number of shares having a
Fair Market Value (determined in accordance with Section 6.9 hereof) equal to
the minimum amount required to be withheld, determined on the date that the
amount of tax to be withheld is to be determined. All elections by an Optionee
to have shares withheld for this purpose will be made in accordance with the
requirements established by the Administrator and be in writing in a form
acceptable to the Administrator.
6.8 Other Provisions. Each Option granted under this Plan may contain
such other terms, provisions, and conditions not inconsistent with this Plan as
may be determined by the Administrator.
6.9 Determination of Value. When necessary or desirable for purposes
of the Plan, the Fair Market Value of Common Stock or other securities of the
Company shall be determined as follows:
(a) If the Common Stock is listed on or included in any established
stock exchange, national market system (including without limitation the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation System), or other recognized trading market(including
without limitation the OTC Bulletin Board or the National Quotation Bureau,
Inc. pink sheets), its Fair Market Value shall be the closing sales price for
such stock or the closing bid if no sales were reported, as quoted on such
exchange, system or market (or the most prominent thereof) for the date the Fair
Market Value is to be determined (or if there are no sales for such date, then
for the last preceding business day on which there were sales).
(b) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
means between the high bid and low asked prices for the Common Stock on the date
the Fair Market Value is to be determined (or if there are no quoted prices for
the date of grant, then for the last preceding business day on which there were
quoted prices).
(c) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the
Administrator, with reference to the Company's net worth, prospective earning
power, dividend-paying capacity, and other relevant factors, including the
goodwill of the Company, the economic outlook in the Company's industry, the
Company's position in the industry and its management, and the values of stock
of other corporations in the same or a similar line of business.
6.10 Option Term. No Option shall be exercisable more than ten years
after the date of grant, or such lesser period of time as is set forth in the
Option Agreement.
7. MANNER OF EXERCISE
(a) An Optionee wishing to exercise an Option shall give written notice
to the Company at its principal executive office, to the attention of the
officer of the Company designated by the Administrator, accompanied by payment
of the exercise price as provided in Section 6.6. The date the Company receives
written notice of an exercise hereunder accompanied by payment of the exercise
price will be considered as the date such Option was exercised.
(b) Promptly after receipt of written notice of exercise of an Option,
the Company shall, without stock issue or transfer taxes to the Optionee or
other person entitled to exercise the Option, deliver to the Optionee or such
other person, one or more certificates for the requisite number of shares of
Common Stock. An Optionee or permitted transferee of an Optionee shall not have
any privileges as a shareholder with respect to any shares of Common Stock
covered by the Option until the date of issuance (as evidenced by the
appropriate entry on the books of the Company or a duly authorized transfer
agent)of such shares.
8. EMPLOYMENT, DIRECTOR OR CONSULTING RELATIONSHIP
Nothing in this Plan or any Option granted or Grant made hereunder shall
interfere with or limit in any way the right of the Company to
terminate any Optionee's or Grantee's employment, director or consulting
arrangement at any time, nor confer upon any Optionee any right to continue in
the employ of, on the Board of, or consult with, the Company.
9. CONDITIONS UPON ISSUANCE OF SHARES.
Shares of Common Stock shall not be issued pursuant to the exercise of
an Option, and Grants shall not be made hereunder, unless the exercise of such
Option or the making of such Grant and the issuance and delivery of such shares
pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended.
10. NONEXCLUSIVITY OF THE PLAN.
The adoption of the Plan shall not be construed as creating any
limitations on the power of the Company to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options or stock other than under the Plan.
11. AMENDMENT OR TERMINATION OF PLAN
The Board may (without the approval of any Optionee or Grantee or the
Company's shareholders) modify or amend this Plan in any respect; provided,
however, that no modification or amendment of this Plan shall adversely affect
any previously granted Options or Grants without the consent of the related
Optionee or Grantee. The Board may, at any time or from time to time, suspend
or terminate this Plan; provided, however, that no such action shall adversely
affect any previously granted Options or Grants without the consent of the
related Optionee or Grantee.
12. EFFECTIVE DATE OF PLAN
This Plan is effective as of March 7, 2000; provided, however,
that Options may be granted and exercised and Grants made under this Plan only
after there has been compliance with all applicable federal and state securities
laws.
EXHIBIT 5.1
Opinion of Counsel
Fleming & O'Neill, P.C.
268 Summer St., 3d Fl.
Boston, MA 02210
March 7, 2000
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Registration Statement on Form S-8
Under the Securities Act of 1933
Gentlemen:
I have acted as counsel for Wyoming Oil & Minerals, Inc., a Wyoming
corporation (the "Company"), in connection with the registration with the United
States Securities and Exchange Commission (the "Commission") on a Registration
Statement on Form S-8 under the Securities Act of 1933 of up to 250,000 shares
of the common stock, par value $.01 per share (the "Common Stock"), which may be
issued pursuant to the terms, provisions and conditions of the Wyoming Oil &
Minerals, Inc. Y2K Employee Benefit Plan (the "Plan").
In such capacity, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of the following documents:
1. Articles of Incorporation of the Company, as amended to
date;
2. Bylaws of the Company, as amended to date;
3. The Plan;
4. The records of corporate proceedings relating to the
authorization of the Plan; and
5. Such other instruments and documents as I have deemed
necessary for the purpose of rendering the following opinion.
In such examination, I have assumed the authenticity and completeness
of all documents, certificates and records submitted to me as originals, the
conformity to the original instruments of all documents, certificates and
records submitted to me as copies, and the authenticity and completeness of the
originals of such instruments. As to certain matters of fact relating to this
opinion, I have relied on the accuracy and truthfulness of certificates of
officers of the Company and on certificates of public officials, and have made
such investigations of law as I have deemed necessary and relevant.
Based on the foregoing, and having due regard for such legal
considerations as I believe relevant, I am of the opinion that the Common Stock
has been duly and validly authorized by the Company and, when issued pursuant to
valid exercises of stock options duly granted in accordance with the Plan or
when issued pursuant to direct grants in accordance with the Plan, will be duly
and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement pursuant to which the Common Stock
will be registered with the Commission.
Very truly yours,
/S/ Julia K. O'Neill
Julia K. O'Neill
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Wyoming Oil & Minerals, Inc.
We consent to the incorporation by reference in this Registration Statement of
Wyoming Oil & Minerals, Inc. on Form S-8 of our report dated May 7, 1999,
appearing in Form 10-K of Wyoming Oil & Minerals, Inc. for the year ended
February 28, 1999.
/s/ Maurice M. Morton
MAURICE M. MORTON
Casper, Wyoming
March 6, 2000
