SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRI-VALLEY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 84-061743
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
230 South Montclair Street, Suite 101, Bakersfield, California 93309
(Address of Principal Executive Offices)
TRI-VALLEY CORPORATION
1999 STOCK OPTION PLAN
(Full Title of the Plan)
F. Lynn Blystone, President
230 South Montclair Street, Suite 101
Bakersfield, California 93309
(Name and Address of Agent for Service)
(661) 837-9300
(Telephone Number, Including Area Code, of Agent for Service)
Copy To:
Lee Polson
Sheinfeld, Maley & Kay, P.C.
301 Congress Avenue, Suite 1400
Austin, Texas 78701
(512) 474-8881
(FAX) (512) 474-2337
<PAGE>
Calculation of Registration Fee
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Proposed
Proposed Maximum
Title of Amount to Be Maximum Aggregate Amount of
Securities Registered Offering Offering Registration
To Be Registered Price Per Unit(2) Price Fee
- -----------------------------------------------------------------------------
Common stock,
par value $0.001
per share (1) (3) 3,000,000 $2.78 $8,340,000 $2,393.58
Common Stock,
par value $0.001
per share (4) 550,000 $2.78 $1,529,000 $ 438.82
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Total 3,550,000 $9,869,000 $2,832.40
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) These shares underlie options issuable under the Tri-Valley
Corporation 1998 Stock Option Plan, as amended on November 19,
1999. The offering price and the amount of fee for these shares
were computed based on the average of the high and low prices of
our common stock as reported by the OTC Bulletin Board on April
11, 2000.
(3) Also registered hereunder are an indeterminate number of
additional shares of common stock, which may become issuable by
virtue of the anti-dilution adjustment provisions of the Plan.
(4) These shares underlie options granted to directors of Tri-Valley
Corporation from 1992 to 1999 pursuant to option agreements
between Tri-Valley Corporation and the directors as partial
compensation for their services to the corporation.
TRI-VALLEY CORPORATION
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number Location / Heading in Prospectus
- -------------------- --------------------------------
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus Cover page
2. Inside Front and Outside Back Cover
Pages of Prospectus Available Information,
Incorporation of Certain
Documents by Reference
3. Summary Information, Risk Factors, and
Ratio of Earnings to Fixed Charges Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Plan of Distribution
<PAGE>
6. Dilution Not applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not applicable
10. Interests of Named Experts and Counsel Not applicable
11. Material Changes Not applicable
12. Incorporation of Certain Information by
Reference Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities Indemnification
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Tri-Valley Corporation 1998
Stock Option Plan as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the 'Securities Act'). These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the 'Prospectus').
Item 2. Registrant Information and Employee Plan Information
Upon the written or oral request by a participant in the Plan listed in Item
1 of this Part I, Tri-Valley will provide any of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement (which
documents are incorporated by reference into this Section 10(a) prospectus,
any documents required to be delivered to participants pursuant to Rule 428
(b) and other additional information about such plan. All of such documents
and information will be available without charge. Any and all requests
should be directed to Thomas J. Cunningham, 230 South Montclair Street, Suite
101, Bakersfield, California 93309 (telephone 661-837-9300).
Explanatory Note
This Registration Statement includes two parts. The documents constituting
the prospectus under Part I of this Registration Statement (the 'Plan
Prospectus') will be sent or given to participants in the Employee Stock
Option Plan as specified by Rule 428(b) under the Securities Act. The Plan
Prospectus has been omitted from this Registration Statement as permitted by
Part I of Form S-8. The second prospectus (the 'Reoffer Prospectus') may be
used in connection with reoffers and resales of Tri-Valley common stock
issued to directors pursuant to their stock option agreements and pursuant
to the exercise of options granted under the Plan. The Reoffer Prospectus is
filed as part of this Registration Statement as required by Form S-8.
<PAGE>
REOFFER PROSPECTUS
TRI-VALLEY CORPORATION
3,550,000 Shares of Common Stock
This reoffer prospectus relates to up to 3,550,000 shares of the common
stock, par value $0.001 per share, of Tri-Valley Corporation which may be
offered from time to time by shareholders of Tri-Valley, all of whom are
'affiliates' (as that term is defined in Rule 405 of the General Rules and
Regulations under the Securities Act of 1933). The shareholders will
acquire, or have already acquired, the shares pursuant to the Tri-Valley
Corporation 1998 Stock Option Plan, as amended on November 19, 1999, or
pursuant to written stock option agreements between Tri-Valley and the
directors of Tri-Valley as partial compensation for their services.
Our stock is traded on the NASD OTC Bulletin Board (symbol TRIL). On April 3,
2000, the closing price of our stock on the OTC Bulletin Board was $3.4375
per share.
The selling shareholders may offer the shares for sale at prevailing prices
on the OTC Bulletin Board on the date of sale. They may also sell their
shares in private transactions under Rule 144, pledge their shares from time
to time, or make a gift of the shares.
We will not receive any proceeds from the sales of the shares by selling
shareholders, but we will receive funds from the exercise of stock options
for such shares, which funds will be used by Tri-Valley for working capital.
We paid the cost of the preparation of this prospectus and of registration.
All brokerage commission, discounts and other selling expenses incurred by
individual selling shareholders will be borne by those shareholders.
Neither the SEC nor any state securities commission has approved or
disapproved our securities or determined that this prospectus is truthful or
complete. It's illegal for anyone to tell you otherwise.
Please read the 'Risk Factors' listed on page 3 of this reoffer prospectus.
The date of this reoffer prospectus is April 4, 2000.
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<PAGE>
Contents
Available Information.................................................... 2
Incorporation of Certain Documents by Reference...........................2
The Company...............................................................3
Risk Factors..............................................................3
Use of Proceeds...........................................................7
Selling Shareholders......................................................7
Plan of Distribution......................................................8
Indemnification of Officers and Directors.................................8
Legal Matters.............................................................9
Experts...................................................................9
Available Information
We file annual, quarterly and period reports, proxy statements and other
information wit the Securities and Exchange Commission using the SEC's EDGAR
system. You can find our SEC filings on the SEC's web site, www.sec.gov.
We furnish our shareholders with a copy of the annual report on Form 10-KSB
that we file with the SEC, which contains audited financial statements, and
such other reports as we, from time to time, deem appropriate or as may be
required by law. We use the calendar year as our fiscal year.
Incorporation of Certain Documents by Reference
The SEC allows us to 'incorporate by reference' information that we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the annual report on Form 10-KSB for the year ended
December 31, 1999, and any future filings we will make with the SEC under
Section 13(a), 13(c), 14 or 15 of the Securities Exchange Act of 1934.
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information incorporated by reference or
provided in this prospectus and the registration statement. We have
authorized no one to provide you with different information. You should not
assume that the information in this prospectus is accurate as of any date
other than the date on the front of the statement.
If we file any document with the SEC that contains information which is
different from the information contained in this prospectus, you may rely
only on the most recent information which we have filed with the Commission.
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<PAGE>
We will provide a copy of the documents referred to above without
charge if you request the information from us. You should contact Thomas
J. Cunningham, Tri-Valley Corporation, 230 South Montclair Street, Suite 101,
Bakersfield, California 93309 (phone 661-837-9300), if you wish to receive
any of such material.
The Company
We explore, acquire and develop prospective and producing petroleum and
precious metals properties and interests therein. We have two wholly owned
subsidiaries, Tri-Valley Oil & Gas Company ('TVOG') operates the oil & gas
activities. TVOG derives the majority of its revenue from gas production.
Tri-Valley Power Corporation is the other wholly owned subsidiary. However,
this subsidiary is inactive at the present time. The precious metals
activity is operated directly by Tri-Valley Corporation.
TVOG primarily generates its own exploration prospects from internal data,
and also screens submittals from other geologists and companies. TVOG
enters exploration co-ventures from time to time with major industry
companies such as Phillips Petroleum Company (Houston Regional Office),
Occidental USA and Texaco USA. Typically, TVOG will enter agreements to
look for potential projects to co-venture with another major oil company
within a geographic area of mutual interest ("AMI"). When TVOG proposes a
potential project, or "play," accept or reject up to 50% of the play under
the terms of the agreement involved, within a limited time period. TVOG is
the operator of these co-ventures.
In 1987, we acquired precious metals claims on Alaska state lands. We have
conducted exploration operations on these properties and have reduced our
original claims to a block of approximately 39,360 acres (61.5 square
miles). We have conducted trenching, core drilling, bulk sampling and
assaying activities to date and has reason to believe that mineralization
exists to justify additional exploration and development activities. However,
to date, we have not identified probable mineral reserves on these
properties.
Risk Factors
Forward Looking Statements
Except for historical information, the discussion in this registration
statement contains some forward-looking statements that involve risks and
uncertainties. These statements may refer to our future plans, objectives,
expectations and intentions. These statements may be identified by the use
of the words such as expect, anticipate, believe, intend, plan and similar
expressions. Our actual results could differ materially from those
anticipated in such forward-looking statements.
Market Conditions and Prices
Our success depends heavily upon our ability to market oil and gas production
at favorable prices. In recent decades, there have been both periods of
worldwide overproduction and underproduction of hydrocarbons and periods of
increased and relaxed energy conservation efforts. As a result the world has
experienced periods of excess supply of, and reduced demand for, crude oil
on a worldwide basis and for natural gas on a domestic basis; these periods
have been followed by periods of short supply of, and increased demand for,
crude oil and, to a lesser extent, natural gas. The excess or short supply
of oil and gas has placed pressures on prices and has resulted in dramatic
price fluctuations. We cannot predict future price trends in the oil and
gas business, and we are dependent on market price trends to sell our
production at a profit. Lower prices for gas in the past year have caused
recent operating losses for us as well as for many other drilling and
production companies. If low prices continue, our ability to operate
profitably will be hurt.
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<PAGE>
Uncertainty of Estimates of Oil and Gas Reserves
The process of estimating oil and gas reserves is complex, requiring
significant decisions and assumptions in the evaluation of available
geological, geophysical, engineering and economic data for each reservoir.
As a result, such estimates are inherently imprecise. Actual future
production, oil and gas prices, revenues, taxes, development expenditures,
operating expenses and quantities of recoverable oil and gas reserves may
vary substantially from those estimated in reserve reports that we
periodically obtain from independent from reserve engineers. Any
significant variance in these assumptions could materially affect the
estimated quantities and present value of our reserves. In addition, our
proved reserves may be subject to downward or upward revision based upon
production history, results of future exploration and development,
prevailing oil and gas prices and other factors, many of which are beyond our
control. Actual production, revenues, taxes, development expenditures and
operating expenses with respect to our reserves will likely vary from the
estimates used, and such variances may be material.
Replacement of Reserves
In general, the volume of production from oil and gas properties declines as
reserves are depleted. Except to the extent that we acquire properties
containing proved reserves or conduct successful development and exploitation
activities, or both, our proved reserves will decline as reserves are
produced. Our future oil and gas production is, therefore, highly dependent
upon our ability to find or acquire additional reserves. The business of
acquiring, enhancing or developing reserves is capital intensive. We seek to
reduce our exposure to risk on individual projects by selling a portion of
each proposed well to individual investors or other industry participants.
We require cash flow from operations as well as outside investments to fund
our acquisition and development activities. If our cash flow from operations
is reduced and external sources of capital become limited or unavailable, our
ability to make the necessary capital investment to maintain or expand our
asset base of oil and gas reserves would be impaired. In addition, we cannot
be sure that future acquisition and development activities will result in
additional proved reserves or that the Company will be able to drill
productive wells at acceptable costs.
Reserve Concentration Risk
Substantially all of our oil and gas reserves are located in northern
California. Any interruption in the production from these reserves could
materially adversely affect our operations.
Industry Risks
Oil and gas drilling and production activities are subject to numerous risks,
many of which are beyond our control. These risks include the risk that no
commercially productive oil or gas reservoirs will be encountered, that
operations may be curtailed, delayed or canceled, and that title problems,
weather conditions, compliance with governmental requirements, mechanical
difficulties or shortages or delays in the delivery of drilling rigs and
other equipment may limit our ability to develop, produce or market our
reserves. We cannot be sure that new wells we drill will be productive or
that we will recover all or any portion of our investment. Drilling for oil
and gas may involve unprofitable efforts, not only from dry wells but also
from wells that are productive but do not produce sufficient net revenues to
return a profit after drilling, operating and other costs. In addition, our
properties may be susceptible to hydrocarbon drainage from production by
other operators on adjacent properties.
Industry operating risks include the risks of fire, explosions, blow-outs,
pipe failure, abnormally pressured formations and environmental hazards,
such as oil spills, natural gas leaks, ruptures or discharges of toxic
gases, the occurrence of any of which could result in substantial losses due
to injury or loss of life, severe damage to or destruction of property,
natural resources and equipment, pollution or other environmental damage,
clean-up responsibilities, regulatory investigation and penalties and
suspension of operations. In accordance with customary industry practice,
we maintains insurance against some, but not all, of the risks described
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above. We cannot be sure that any insurance will be adequate to cover losses
or liabilities. We cannot predict the continued availability of insurance at
premium levels that justify its purchase.
Acquisition Risks
The successful acquisition of oil and gas properties depends on our ability
to assess recoverable reserves, future oil and gas prices, operating costs,
potential environmental and other liabilities and other factors. Exploratory
drilling remains a speculative activity. Even when fully utilized and
properly interpreted, seismic data and other advanced technologies only
assist geoscientists in identifying subsurface structures and do not enable
the interpreter to know whether hydrocarbons are in fact present.
Therefore, our assessments of drilling prospects are necessarily inexact and
their accuracy inherently uncertain. In connection with such an assessment,
we perform a review of the subject properties that we believe to be generally
consistent with industry practices. Such a review, however, will not reveal
all existing or potential problems, nor will it permit us to become
sufficiently familiar with the properties to fully assess their deficiencies
and capabilities. Inspections may not always be performed on every well, and
structural and environmental problems are not necessarily observable even
when an inspection is undertaken. In most cases, we are not entitled to
contractual indemnification for pre-closing liabilities, including
environmental liabilities, and we generally acquire interests in the
properties on an 'as is' basis with limited remedies for breaches of
representations and warranties. In those circumstances in which we have
contractual indemnification rights for pre-closing liabilities, we cannot be
sure that the seller will be able to fulfill its contractual obligations.
In addition, competition for producing oil and gas properties is intense and
many of our competitors have financial and other resources which are
substantially greater than ours. Therefore, we cannot be sure that we will
be able to acquire producing oil and gas properties which contain
economically recoverable reserves or that it will make such acquisitions at
acceptable prices.
Substantial Capital Requirements
We make substantial capital expenditures for our exploration and development
projects. We will finance these capital expenditures with cash flow from
operations and, sales of direct working interests to third party investors.
We will need additional financing in the future to fund our developmental and
exploration activities. We cannot be sure of the availability or terms of
any additional financing that may be required or that financing will continue
to be available under the existing or new financing arrangements. If
additional capital resources are not available to us, our developmental and
other activities may be curtailed, which would harm our business, financial
condition and results of operations.
Marketability of Production
The marketability of our natural gas production depends in part upon the
availability, proximity and capacity of natural gas gathering systems,
pipelines and processing facilities. Most of our natural gas is delivered
through natural gas gathering systems and natural gas pipelines that we do
not own. Federal, state and local regulation of oil and gas production and
transportation, tax and energy policies, changes in supply and demand and
general economic conditions all could adversely affect our ability to produce
and market its oil and gas. Any dramatic change in market factors could have
a material adverse effect on our financial condition and results in
operations.
Dependence of Key Personnel
The business of the company will depend on the continued services of our
president and chief executive officer, F. Lynn Blystone. The loss of his
services would be particularly detrimental to us because of his background
and experience in the oil and gas industry.
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<PAGE>
Competition
The oil and gas industry is highly competitive in all its phases. Competition
is particularly intense with respect to the acquisition of desirable
producing properties, the acquisition of oil and gas prospects suitable for
enhanced production efforts, and the hiring of experienced personnel. Our
competitors in oil and gas acquisition, development, and production include
the major oil companies in addition to numerous independent oil and gas
companies, individual proprietors and drilling programs. Many of these
competitors possess and employ financial and personnel resources
substantially in excess of those which are available to us and may,
therefore, be able to pay more for desirable producing properties and
prospects and to define, evaluate, bid for, and purchase a greater number of
producing properties and prospects than we can. Our financial or personnel
resources to generate reserves in the future will be dependent on our ability
to select and acquire suitable producing properties and prospects in
competition with these companies.
Governmental Regulation
Domestic exploration for a production and sale of oil and gas are extensively
regulated at both the federal and state levels. Legislation affecting the
oil and gas industry is under constant review for amendment or expansion,
frequently increasing the regulatory burden. Also, numerous departments
and agencies, both federal and state, are authorized by statute to issue, and
have issued, rules and regulations affecting the oil and gas industry which
often are difficult and costly to comply with and which carry substantial
penalties for noncompliance. State statues and regulations require permits
for drilling operations, drilling bonds, and reports concerning operations.
Most states in which we will operate also have statues and regulations
governing conservation matters, including the unitization or pooling of
properties and the establishment of maximum rates of production from wells.
Many state statues and regulations may limit the rate at which oil and gas
could otherwise be produced from acquired properties. Some states have also
enacted statues proscribing ceiling prices for natural gas sold within their
states. Our operations are also subject to numerous laws and regulations
governing plugging and abandonment, the discharge of materials into the
environment or otherwise relating to environmental protection. The heavy
regulatory burden on the oil and gas industry increases its costs of doing
business and consequently affects its profitability. Although we believe it
is in compliance with such laws, rules, and regulations, there can be no
assurance that a change in such laws, rules or regulations, or the
interpretation thereof, will not have material adverse effect on our
financial condition or results of operations.
Environmental Liability
Oil and gas activities can result in liability under federal, state and local
environmental regulations for activities involving, among other things, water
pollution and hazardous waste transport, storage, and disposal. Such
liability can attach not only to the operator of record of the well, but
also to other parties that may be deemed to be current or prior operators or
owners of the wells or the equipment involved.
No Dividends on Common Stock
Our Board of Directors presently intends to retain all of our earnings for
the expansion of our business. We do not anticipate the distribution of cash
dividends on our common stock in the foreseeable future. Any future
decision of our Directors to pay cash dividends will depend, among other
factors, upon the company's earning, financial position, and cash
requirements.
Anti-Takeover Provisions - We have adopted a Share Purchase Rights Plan that
may make our shares unattractive to potential buyers
In November 1999, our board of directors adopted a share purchase rights plan
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<PAGE>
after our shareholders voted to increase the number of authorized shares to,
in part, provide enough shares for creation of the plan. Our rights plan
contain several provisions that may make more difficult the acquisition of
control of Tri-Valley without the approval of our board of directors. The
rights plan would cause substantial dilution to a person or group that
attempts to acquire Tri-Valley on terms not approved in advance by our
board. The rights plan is described in detail in our Form 10-KSB for the
year ended December 31, 1999, which is incorporated in this prospectus by
reference.
Use of Proceeds
We will not receive any proceeds from the sale of the shares sold by
selling shareholders. We will only receive proceeds if a selling shareholder
exercises options underlying shares of our common stock being offered with
this prospectus prior to the sale of those shares. If we receive any
proceeds from the exercise of options, it will be added to our working
capital. We have agreed to bear certain expenses in connection with the
registration of the shares of common stock being offered and sold by the
Selling Shareholders.
Selling Shareholders
This reoffer prospectus relates to shares of common stock which have been
acquired by the following selling shareholders:
Number of Number of % of Shares
Position Shares Shares Number of Owned by
Selling with the Owned Registered Shares Owned Holder After
Shareholder Company Before Sale By Prospectus After Sale (2) Sale (3)
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F. Lynn
Blystone President
(4), (5) and Director 769,264 350,000 419,264 2.1%
Earl H.
Beistline (6) Director 88,000 70,000 18,000 (10)
Dennis P.
Lockhart (6) Director 122,091 70,000 52,091 (10)
Milton J.
Carlson (6) Director 129,000 70,000 59,000 (10)
Loren J.
Miller (6) Director 95,300 70,000 25,300 (10)
Clive
Stockdale (6) Director 70,000 70,000 0 (10)
Thomas J. Chief
Cunningham (7)Financial
Officer 260,000 250,000 10,000 (10)
Joseph R. President,
Kandle (8) TVOG 210,000 200,000 10,000 (10)
Unknown (9) 2,400,000 2,400,000 0 0.0%
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Total 4,143,655 3,550,000 593,655 3.0%
(1) Includes shares which the listed selling shareholder has the right
to acquire, from options, as follows: F. Lynn Blystone 347,000,
Dennis P. Lockhart 70,000; Milton J. Carlson 68,000; Loren J. Miller
70,000, Clive Stockdale 70,000, Earl H. Beistline 48,000, Thomas J.
Cunningham 250,000, Joseph R. Kandle 200,000.
(2) Assumes that all selling shareholders sell all shares being registered
in this offering. The selling shareholders may sell some or all of
their shares from time to time while this registration is in effect.
We do not know if they will choose to sell all of their shares that
are being registered.
(3) Based on total outstanding shares of 19,301,248 as of December 31,
1999. The persons named herein have sole voting and investment power
with respect to all shares of common stock shown as beneficially
owned by them, subject to community property laws where
applicable. The numbers used were based on the definitions of the
Securities and Exchange Commission, found in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934. Therefore, the percentages
listed represent 'beneficial ownership' only for purposes of the
reports required by the SEC.
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(4) Includes 30,200 shares held in the name of Bandera Land Company,
Inc., a family corporation of which Mr. Blystone is the
president.
(5) Includes shares underlying options to purchase 100,000 shares that Mr.
Blystone received in 1997 as partial compensation for his services as
president and options to purchase 147,000 shares that he received
pursuant to our Employee Stock Option Plan in 1999.
(6) The shares to be sold underlie stock option agreements that were
granted as partial compensation for services as director from 1992 to
1997.
(7) Includes shares underlying options to purchase 100,000 shares that Mr.
Cunningham received in 1997 as partial compensation for his services
as chief financial officer and options to purchase 150,000 shares that
he received pursuant to our Employee Stock Option Plan in 1999.
(8) The shares to be sold underlie stock options granted pursuant to the
Employee Stock Option Plan in 1999.
(9) These shares underlie stock options that have not yet been granted to
specific employees but are reserved for issuance under our Employee
Stock Option Plan. We may amend or supplement this reoffer prospectus
from time to time in the future to update or change the list of
selling shareholders and shares that may be resold.
(10) Less than 1% of the outstanding shares.
Plan of Distribution
We are registering the common stock on behalf of the selling shareholders.
These selling shareholders may sell their shares from time to time:
- - on the OTC Bulletin Board
- - to a broker-dealer, including a market maker, who purchases the shares
for its own account
- - in private transactions or by gift
The selling shareholders may also pledge their shares from time to time, and
the lender may sell the shares on foreclosure.
To our knowledge, no specific brokers or dealers have been designated by the
selling shareholders nor have they entered into any agreements regarding when
they may sell their shares or whether they will pay brokerage commissions in
connection with their sales under this reoffer prospectus. Sales will be
made at prevailing prices at the time of such sales. We will pay all
expenses of preparing this reoffer prospectus but will not receive the
proceeds from sales of stock by the selling shareholders. We will, however,
receive proceeds from the exercise of their stock options if and when they
choose to exercise their options.
Indemnification of Officers and Directors
Article Eleventh of the Company's Amended and Restated Certificate of
Incorporation (the 'Charter') provides that the Company shall indemnify its
present and former directors, officers and persons ('Authorized
Representatives') presently or formerly serving at the request of the
Company as directors or officers of any other enterprise, against
liabilities, damages, settlements, and expenses (including attorneys' fees)
to the fullest extent permitted by law, as now in effect and as may be
amended in the future.
In general, Section 145 of the Delaware General Corporation Law (the 'DGCL')
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makes provision for the indemnification of officers and directors of
corporations in terms sufficiently broad to indemnify the officer and
directors of the Company under certain circumstances from liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act. Section 102(b)(7) of the DGCL permits a corporation to provide in its
Charter that a director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
In addition, because we are located in California, we are subject to
restrictions on indemnification of officers and directors contained in the
California Corporation Code. Section 317 of the California Corporations
Code, permits our Company to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or
in the right of the corporation to procure a judgment in its favor) by
reason of the fact that such person is or was an officer, director, employee
or other agent of the Company or its subsidiaries, against expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with such proceeding, if such person acted in good
faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had
no reasonable cause to believe the conduct of such person was unlawful. In
addition, the Company may indemnify, subject to certain exceptions, any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action by or in the right of the Company
to procure a judgment in its favor by reason of the fact that such person is
or was an officer, director, employee or other agent of the Company or its
subsidiaries, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such
person acted in good faith, in a manner such person believed to be including
reasonably inquiry, as an ordinarily prudent person in a like position would
use under similar circumstances, provided that court approval is obtained in
the case of an adverse judgment or settlement. The Company is required to
advance expenses incurred by an officer or director in defending any
proceeding prior to final disposition upon receipt of an undertaking to
repay, unless it shall be determined ultimately that the officer or director
is entitled to indemnification.
Legal Matters
The legality of the shares offered hereby has been passed upon by Sheinfeld,
Maley & Kay, P.C., 301 Congress Avenue, Suite 1400, Austin, Texas 78701.
Experts
Our financial statements incorporated in this registration statement by
reference to our Form 10-KSB for the years ended December 31, 1999 and 1998,
have been audited by Brown, Armstrong, Randall, Reyes, Paulden and McCown
Accountancy Corporation, independent auditors. Such financial statements and
reports are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing.
- 9 -
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Tri-Valley Corporation, a Delaware corporation (the 'Company'), incorporates
herein by reference the following documents as of their respective dates as
filed with the Securities and Exchange Commission (the 'Commission'):
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999;
(b) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the 'Exchange Act') since
December 31, 1998; and
(c) An updated description of the Company's common stock, par value $0.001
per share (the 'Common Stock'), is contained in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of the Registration
Statement and the Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eleventh of the Company's Amended and Restated Certificate of
Incorporation (the 'Charter') provides that the Company shall indemnify its
present and former directors, officers and persons ('Authorized
Representatives') presently or formerly serving at the request of the Company
as directors or officers of any other enterprise, against liabilities,
damages, settlements, and expenses (including attorneys' fees) to the fullest
extent permitted by law, as now in effect and as may be amended in the
future.
In general, Section 145 of the Delaware General Corporation Law (the 'DGCL')
makes provision for the indemnification of officers and directors of
corporations in terms sufficiently broad to indemnify the officer and
directors of the Company under certain circumstances from liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act. Section 102(b)(7) of the DGCL permits a corporation to provide in its
Charter that a director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.
<PAGE>
Scope of Indemnification Rights. The indemnification of Authorized
Representatives and advancement of expenses shall not be deemed exclusive of
any other rights such indemnitee may be entitled to under any statute,
agreement, vote of stockholders or disinterested directors. It shall be the
obligation of the Company to indemnify and advance expenses to Authorized
Representatives to the full extent permitted by law.
Indemnification for Past Authorized Representatives. The indemnification and
advancement of expenses shall continue to apply to a person who has ceased to
be a director or Authorized Representative and shall inure to the benefit of
heir, executors and administrators of such a person.
In addition, because we are located in California, we are subject to
restrictions on indemnification of officers and directors contained in the
California Corporation Code. Section 317 of the California Corporations
Code, permits our Company to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or
in the right of the corporation to procure a judgment in its favor) by reason
of the fact that such person is or was an officer, director, employee or
other agent of the Company or its subsidiaries, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable
cause to believe the conduct of such person was unlawful. In addition, the
Company may indemnify, subject to certain exceptions, any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action by or in the right of the Company to procure a judgment in
its favor by reason of the fact that such person is or was an officer,
director, employee or other agent of the Company or its subsidiaries, against
expenses actually and reasonably incurred by such person in connection with
the defense or settlement of such action if such person acted in good faith,
in a manner such person believed to be including reasonably inquiry, as an
ordinarily prudent person in a like position would use under similar
circumstances, provided that court approval is obtained in the case of an
adverse judgment or settlement. The Company is required to advance expenses
incurred by an officer or director in defending any proceeding prior to final
disposition upon receipt of an undertaking to repay, unless it shall be
determined ultimately that the officer or director is entitled to
indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the 'Act') may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions,
or otherwise, we have 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this Registration
Statement.
ITEM 8. EXHIBITS.
Exhibit Number Description
-------------- -----------
4.1 Amended Certificate of Incorporation of the
Company.
4.2 Amended and Restated Bylaws of the Company.
4.3* Tri-Valley Corporation 1998 Stock Option Plan
(filed as Exhibit B to the Proxy Statement filed
with Schedule 14A on October 1, 1999, and
incorporated herein by reference).
5.1 Opinion of Sheinfeld, Maley & Kay, P.C. as to the
legality of the securities being registered.
<PAGE>
23.1 Consent of Sheinfeld, Maley & Kay, P.C. (included
in the opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Brown Armstrong Randall & Reyes
Accountancy Corporation.
24.1 Power of Attorney (set forth on the signature
page contained in Part II of this Registration
Statement).
*Incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registrations Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities 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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the 'Calculation of Registration Fee' table
in the effective 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:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriated
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
-----------
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
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bakersfield, State of California, on the 11th day
of April, 2000.
TRI-VALLEY CORPORATION
By: /s/ F. Lynn Blystone
---------------------------------
F. Lynn Blystone, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Acts of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Tri-Valley Corporation hereby constitutes and appoints F. Lynn
Blystone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file this Registration Statement
under the Securities Act of 1933, and any or all amendments (including,
without limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities
and Exchange Commission or any regulatory authority, granting unto such
attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
such attorney-in-fact and agent or his substitute may lawfully do or cause to
be done.
Signature Title Date
----------- -------------- ------------------
/s/ F. Lynn Blystone President, Chief Executive April 11, 2000
--------------------- Officer and Director
F. Lynn Blystone (Principal Executive Officer)
/s/ Earl H. Beistline Director April 11, 2000
----------------------
Earl H. Beistline
/s/ Milton J. Carlson Director April 11, 2000
-----------------------
Milton J. Carlson
<PAGE>
/s/ Dennis P. Lockhart Director April 11, 2000
------------------------
Dennis P. Lockhart
/s/ Loren J. Miller Director April 11, 2000
------------------------
Loren J. Miller
/s/ Clive Stockdale Director April 11, 2000
-------------------------
Clive Stockdale
/s/ Thomas J. Cunnningham Chief Financial Officer April 11, 2000
-------------------------- (Principal Financial Officer)
Thomas J. Cunningham
<PAGE>
EXHIBIT 5.1
-----------
April 12, 2000
Tri-Valley Corporation
230 South Montclair Street, Suite 101
Bakersfield, California 93309
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Tri-Valley Corporation, a Delaware Corporation
(the 'Company'), in connection with the offering of 3,550,000 shares of
common stock (the 'Shares') being registered on behalf of the Company, as
described in the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission as subsequently amended from time to time
(collectively, the "Registration Statement").
We have examined copies of the Registration Statement and the Exhibits
thereto. We have conferred with officers of the Company and have examined
the originals or certified, conformed or photostatic copies of such records
of the Company, certificates of officers of the Company, certificates of
public officials, and such other documents as we have deemed relevant and
necessary under the circumstances as the basis of the opinion expressed
herein. In all such examinations, we have assumed the authenticity of all
documents submitted as originals or duplicate originals, the conformity to
original documents of all document copies, the authenticity of the respective
originals of such latter documents, and the correctness and completeness of
such certificates.
Based upon the foregoing and subject to the qualifications and assumptions
set forth herein, it is our opinion that, when and if (a) the Registration
Statement shall be declared effective by the Securities and Exchange
Commission, as the same may hereafter be amended, and (b) the Shares to be
sold for the account of the Company shall have been sold as contemplated in
the Registration Statement, then all of the Shares, upon execution and
delivery of proper certificates therefor, will be duly authorized, validly
issued and outstanding, fully paid and nonassessable.
We are admitted to practice in the State of Texas. The opinions expressed
herein concern only the laws of the State of Texas and the Delaware General
Corporation Law, as currently in effect, and the federal laws of the United
States of America, as currently in effect.
We hereby consent to the inclusion of this opinion in the Exhibits to the
Registration Statement. Subject to the foregoing, this opinion is limited to
the matters expressly set forth in this letter, as limited herein as of the
date of this letter, and may not be relied upon in any matter by any other
person or used for any other purpose other than in connection with the
corporate authority for the issuance of the Shares pursuant to and as
contemplated by the Registration Statement.
Very truly yours,
Sheinfeld, Maley & Kay, P.C.
/s/ Lee Polson
By: Lee Polson, Shareholder
<PAGE>
EXHIBIT 23.2
------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 29, 2000, relating to the
consolidated financial statements, which appears in Tri-Valley Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 1999.
BROWN ARMSTRONG RANDALL & REYES ACCOUNTANCY CORPORATION
Bakersfield, California
April 11, 2000.
<PAGE>
