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U.S. Securities and Exchange Commission
Washington, D. C. 20549
Form 10-KSB/A No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission file number 0-8532
OAKRIDGE ENERGY, INC.
(Name of small business issuer in its charter)
UTAH 87-0287176
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4613 JACKSBORO HIGHWAY
WICHITA FALLS, TEXAS 76302
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 940-322-4772
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
None ----
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.04 PAR VALUE
(Title of class)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR
FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH
REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE
PAST 90 DAYS. YES [X] NO [ ]
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO
ITEM 405 OF REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE
WILL BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III
OF THIS FORM 10-KSB OR ANY AMENDMENT TO THIS FORM 10-KSB. [ ]
STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR. $3,899,490
STATE THE AGGREGATE MARKET VALUE OF THE VOTING AND NON-VOTING COMMON
EQUITY HELD BY NONAFFILIATES COMPUTED BY REFERENCE TO THE PRICE AT
WHICH THE COMMON EQUITY WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES
OF SUCH COMMON EQUITY, AS OF A SPECIFIED DATE WITHIN THE PAST 60 DAYS.
$4,576,206 AS OF MAY 15, 1998
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STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE.
4,839,509 AS OF MAY 31, 1998
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (check one): YES [ ]
NO [X]
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain information pertaining to the
Company's directors and executive officers:
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE YEAR FIRST
AND CURRENT POSITIONS BECAME
NAME AND AGE WITH COMPANY DIRECTOR
- ------------ --------------------- ----------
<S> <C> <C>
Sandra Pautsky - 56 President of the Company 1986
since June 25, 1998
and Secretary-Treasurer of
the Company since May 1992;
Executive Vice-President of
the Company from May 1992
to June 25, 1998
Danny Croker - 49 Vice President and Assistant 1992
Secretary-Treasurer of the
Company since May 1992 and
owner of Exlco, Inc., oil
and gas operations
Randy Camp - 45 Partner in the firm of Moore, 1992
Camp, Phillips & Company (or
its predecessor firms),
Certified Public Accountants,
Wichita Falls, Texas for more
than the past five years
</TABLE>
Noel Pautsky, who had been President of the Company since October 1973
and Chairman of the Board of Directors since December 1981, died on May 26,
1998. Mr. Pautsky was 79 at his death. The Board of Directors of the Company
elected Sandra Pautsky as President and Chief Executive Officer to succeed Mr.
Pautsky in that position on June 25, 1998. Mr. Pautsky's successors as Chairman
of the Board of Directors and as a director have not yet been named.
Sandra Pautsky was the daughter of Noel Pautsky, and Danny Croker was
Noel Pautsky's stepson. There are no other family relationships among any of the
directors or executive officers of the Company. Each of the directors and
executive officers holds office from the date of his or her election for a
period of one year or until his or her successor has been elected. None of the
directors or executive officers is involved in any legal
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proceedings in which he or she is a party adverse or has a material interest
adverse to the Company. None of the directors or executive officers has been
involved in any legal proceedings which are material to an evaluation of his or
her ability or integrity.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's executive officers, directors and persons who
beneficially own more than 10% of the Company's common stock to file with the
Securities and Exchange Commission (the "Commission") initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Company's common stock. The rules promulgated by the Commission under Section
16(a) of the Exchange Act require those persons to furnish the Company with
copies of all reports filed with the Commission pursuant to Section 16(a). Based
solely on the Company's review of copies of forms it received and on written
representations from the foregoing persons, the Company believes that during the
fiscal year ended February 28, 1998, except as otherwise previously disclosed,
all filing requirements under Section 16(a) of the Exchange Act were met on a
timely basis by such persons.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth information regarding compensation for
services in all capacities to the Company for the three fiscal years ended
February 28, 1998 of Noel Pautsky, the Company's Chief Executive Officer until
his death on May 26, 1998. No executive officer of the Company received total
annual salary and bonus exceeding $100,000 in any of such years.
<TABLE>
<CAPTION>
NAME AND ANNUAL COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ------------------ ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
Noel Pautsky 1998 $ 50,000 $ 4,167 $ 1,428
President and 1997 50,000 4,167 1,208
Chief Executive 1996 50,000 24,917 902
Officer
</TABLE>
- -------------------
(1) All other compensation consisted of Company paid life insurance premiums.
The Company does not have employment agreements with any of its
executive officers, has no material bonus, profit-sharing or stock option plans
or pension or retirement benefits. The Company has a group health insurance plan
which it makes available to all employees of the Company on a non-discriminatory
basis. Pursuant to such plan, $25,000 in life insurance benefits are provided
for all employees of the Company, with the amount of such benefits
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provided decreasing as certain age levels are reached. Because of the age
provision, the amount of benefits to be provided to Mr. Pautsky's beneficiary
will be $13,750.
Executive officers of the Company who are also directors do not receive
any fee or remuneration for services as members of the Board of Directors. Randy
Camp, the one director who is not an employee of the Company, received an annual
fee of $1,500 for serving as a director in the fiscal year ended February 28,
1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
The following table shows the beneficial ownership of the Company's
common stock as of June 22, 1998 by: (i) each person known by the management of
the Company to own more than 5% of the Company's outstanding common stock; (ii)
each executive officer and director; and (iii) the executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIALLY OF
BENEFICIAL OWNER OWNED CLASS
- ---------------- ------------ ------
<S> <C> <C>
Sandra Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 2,420,776(1) 50.49%
Estate of Noel Pautsky
4613 Jacksboro Highway
Wichita Falls, Texas 76302 977,791(2) 20.39
Flem Noel Pautsky, Jr.
4613 Jacksboro Highway
Wichita Falls, Texas 76302 908,247 18.94
Sandra Pautsky, Trustee of
the Noel Pautsky Trust
4613 Jacksboro Highway
Wichita Falls, Texas 76302 700,000 14.60
Robert S. Allen
125 Ashlyn Ridge
McDonough, Georgia 30252 306,700 6.40
Danny Croker - -
Randy Camp 100 *
Executive officers and
directors as a group
(three persons) 2,420,876(3) 50.49
</TABLE>
- --------------------------
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* Represents less than 1% of outstanding common stock.
(1) Includes 977,791 shares owned by the Estate of Noel Pautsky.
Ms. Pautsky is named as the Independent Executrix of Mr.
Pautsky's Estate in his will but has not yet qualified to act.
Also includes 700,000 shares owned by the Noel Pautsky Trust
of which Ms. Pautsky is the trustee and one of four
beneficiaries. Ms. Pautsky disclaims any beneficial ownership
of the shares owned by the Estate of Noel Pautsky in excess of
her 25% beneficial interest in the residual estate. Ms.
Pautsky also disclaims any beneficial ownership of the shares
owned by the Noel Pautsky Trust in excess of 175,000 shares
(i.e., 25% of 700,000).
(2) Excludes 50,000 shares owned by Mr. Pautsky's widow and 908,247 shares
owned by Flem Noel Pautsky, Jr. Mr. Pautsky was the trustee of the Flem
Noel Pautsky, Jr. Trust, which owned such 908,247 shares of record
until Mr. Pautsky's death.
(3) Includes all shares beneficially owned by Sandra Pautsky, Danny Croker
and Randy Camp.
A portion of the Estate of Noel Pautsky's shares in the Company
are pledged for the Estate's bank borrowings. Neither the pledge arrangement nor
Mr. Pautsky's death is believed to involve any potential for a change in control
of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Sandra Pautsky is an executive officer, director and beneficial owner
of in excess of 5% of the Company's outstanding common stock. In addition, the
Estate of Noel Pautsky, Flem Noel Pautsky, Jr. (until Noel Pautsky's death, the
Flem Noel Pautsky, Jr. Trust) and the Noel Pautsky Trust are the beneficial
owners of in excess of 5% of the Company's outstanding common stock. Following
Noel Pautsky's death, Sandra Pautsky may be considered to be the parent of the
Company by virtue of her beneficial ownership of approximately 50% of the
Company's outstanding common stock and her positions with the Company.
Ms. Pautsky, the Estate of Noel Pautsky, Mr. Pautsky, Jr. and the Noel
Pautsky Trust each own undivided working interests in certain of the oil and gas
leases in the North Texas area in which the Company also owns an undivided
working interest and of which the Company serves as the operator. The Estate of
Noel Pautsky also owns an undivided working interest in the oil and gas leases
in Miller County, Arkansas in which the Company owns an undivided working
interest. In accordance with standard operating procedures, the Company submits
joint interest billings to such related parties and the other unaffiliated
working interest owners in the properties which the Company operates on a
monthly basis for their respective pro-rata shares of the costs incurred on the
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properties and the Company's fee for serving as operator for the preceding
month. In addition, Exlco, Inc. ("Exlco"), 100% of whose outstanding stock is
owned by Danny Croker, an executive officer and director, is allocated and bears
a portion of the Company's office rent and supplies and bills the Company
periodically for costs incurred on the Company's behalf, which billings are
offset against the Company's billings to Exlco.
At February 29, 1996, Ms. Pautsky, Noel Pautsky, the Flem Noel Pautsky,
Jr. Trust, the Noel Pautsky Trust, Mr. Croker and Exlco had accounts payable to
the Company, representing their then unpaid joint interest and other billings,
aggregating $2,907. During the two fiscal years ended February 28, 1998, the
Company submitted monthly joint interest and other billings to such six parties
totaling $64,190, and such parties paid the Company an aggregate of $39,519 with
respect to such joint interest and other billings, leaving a balance of $27,578
owed by the six parties to the Company at February 28, 1998. In addition, during
fiscal 1997 and 1998 the Company as operator paid Ms. Pautsky, the Noel Pautsky
Trust and the Flem Noel Pautsky, Jr. Trust a total of $2,659 in revenues from
working interests owned by them in certain of the Company's gas leases in North
Texas and with respect to their interests in lease equipment transferred into
the Company's inventory after abandonment by the Company of jointly owned leases
in the North Texas area and, at February 28, 1998, owed them an additional
$61,287 for such matters. The Company is following the same operating procedures
outlined above in the fiscal year ending February 28, 1999.
On April 7, 1997, the Company purchased 60,000 shares of its common
stock from Ms. Pautsky at a price of $2.875 per share. On April 1, 1998, the
Company purchased an additional 20,000 shares of its common stock from Ms.
Pautsky at a price of $3.20 per share. The prices paid by the Company to Ms.
Pautsky approximated the market prices of the Company's common shares at the
times of purchase.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Amendment No. 1 to report to be signed on its behalf by
the undersigned, thereunto duly authorized.
OAKRIDGE ENERGY, INC.
By /s/ Sandra Pautsky
------------------------------
Sandra Pautsky, President
DATE: June 29, 1998
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By By /s/ Sandra Pautsky
----------------------------- -----------------------------
Noel Pautsky, Chairman Sandra Pautsky, President
of Board of Directors (Chief Executive Officer)
and Director* and Secretary-Treasurer
(Chief Financial Officer
and Chief Accounting
Officer) and Director
DATE: June __, 1998 DATE: June 29, 1998
By /s/ Danny Croker By /s/ Randy Camp
----------------------------- -----------------------------
Danny Croker, Director Randy Camp, Director
DATE: June 29, 1998 DATE: June 29, 1998
*Mr. Pautsky died on May 26, 1998, and his successors as Chairman of the Board
of Directors and as a Director have not yet been named.
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