<PAGE>
As filed with the Securities and Exchange Commission on April 19, 1996
File No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
FOUNTAIN OIL INCORPORATED
(Exact name of issuer as specified in its charter)
DELAWARE 91-0881481
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Broadfield Boulevard, Suite 200
Houston, Texas 77084
(Address of principal executive offices)
----------------------
1995 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
----------------------
Susan E. Palmer,
Corporate Secretary
FOUNTAIN OIL INCORPORATED
1400 Broadfield, Suite 200
Houston, Texas 77084
Telephone (713) 492-6992
(Name, address and telephone number of agent for service)
----------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
-
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Being Amount Being Price Per Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 (1) $3.78125 (2) $5,671,875 $1955.82
$.10 par value shares
- --------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable as a result of future
adjustments in accordance with the terms of the Plan.
(2) Determined in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, on the basis of a purchase price of $3.78125 per share, the
closing price on the Nasdaq National Market on April 16, 1996.
================================================================================
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents which have been filed by the Company with
the Securities and Exchange Commission are incorporated by reference as of
their respective dates and are a part hereof:
(a) Annual Report on Form 10-KSB for the year ended August 31, 1995;
(b) Quarterly Reports on Form 10-QSB for the periods ended November
30, 1995 and February 29, 1996;
(c) Proxy Statement for the Annual Meeting of Stockholders held on
February 12, 1996;
(d) Form 8-K dated October 19, 1995, as amended by Form 8-K/A and
Form 8-K/A-2; and
(e) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B and in any amendment or report filed for
the purpose of amending such description.
Additionally, 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, as amended, prior to the filing of a post-effective amendment hereto
which indicates that all of the shares of the Common Stock offered hereby have
been sold or which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Delaware General Corporate Law makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors under certain circumstances from liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act of 1933 (the "Securities Act"). The Company's Bylaws require the Company
1
<PAGE>
to indemnify its officers and directors to the fullest extent authorized by
Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
4.1 1995 Long-Term Incentive Plan.*
5.1 Opinion of Counsel.
15.1 Accountants' Awareness Letter.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel - contained in Exhibit 5.1
24.1 Power of Attorney, contained at page 4.
- --------------
* Incorporated by reference to the registrant's Form 10-QSB for the period
ended February 29, 1996.
Item 9. Undertakings
------------
The Company hereby undertakes: (1) to file, during any period in
which offers or sales of the Common Stock 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, as amended (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; (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 that if the information required in clauses
(i) and (ii) above to be included in a post-effective amendment hereto is
contained in one or more periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, no post-
effective
2
<PAGE>
amendment hereto shall be required; (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; 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.
Additionally, the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company'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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company 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
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 in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Houston, State of Texas on April 19,
1996.
FOUNTAIN OIL INCORPORATED
By: /S/ Oistein Nyberg
---------------------------------------
Oistein Nyberg, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
follows constitutes and appoints each of GARY J. PLISGA and SUSAN E. PALMER,
and either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- -------------------------- --------------
<S> <C> <C>
President, Chief April 19, 1996
/S/ Oistein Nyberg Executive Officer
- ---------------------------- and Director
Oistein Nyberg (Principal Executive
Officer)
/S/ Robert A. Halpin Director April 19, 1996
- ----------------------------
Robert A. Halpin
/S/ Einar Bandlien Director April 19, 1996
- ----------------------------
Einar Bandlien
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- -------------------------- --------------
<S> <C> <C>
/S/ Nils N. Trulsvik Director April 19, 1996
- ----------------------------
Nils N. Trulsvik
Director , 1996
- ---------------------------- --------------
Stanley D. Heckman
Director , 1996
- ---------------------------- --------------
Eugene J. Meyers
/S/ Arnfin Haavik Executive Vice President April 19, 1996
- ---------------------------- and Chief Financial
Arnfin Haavik Officer (Principal
Financial and Accounting
Officer)
</TABLE>
5
<PAGE>
FOUNTAIN OIL INCORPORATED
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
-------------
4.1 1995 Long-Term Incentive Plan.*
5.1 Opinion of Counsel.
15.1 Accountants' Awareness Letter.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel - contained in Exhibit 5.1
24.1 Power of Attorney, contained at page 4.
- --------------------
* Incorporated by reference to the registrant's Form 10-QSB for the
period ended February 29, 1996.
<PAGE>
EXHIBIT 5.1
[LETERHEAD OF HELEN W. MELMAN]
April 19, 1996
Fountain Oil Incorporated
1400 Broadfield, Suite 200
Houston, Texas 77084
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
Fountain Oil Incorporated, a Delaware corporation (the "Company"), proposes
to issue and sell up to 1,500,000 shares of its Common Stock, $.10 par value
(the "Shares"), pursuant to awards granted under the Company's 1995 Long-Term
Incentive Plan (the "Plan"). The Shares are being registered on a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act")
to be filed with the Securities and Exchange Commission (the "Commission") on or
about April 19, 1996.
In connection with rendering the opinion hereinafter expressed, I have
examined originals, certified copies or other copies identified to my
satisfaction of the following documents and instruments:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certain resolutions adopted by the Board of Directors and shareholders
of the Company approving the Plan;
4. The Plan; and
5. The Registration Statement, together with the exhibits to be filed in
connection therewith, in the form to be filed with the Commission, and
the form of Prospectus to be used in connection therewith.
<PAGE>
April 19, 1996
Fountain Oil Incorporated
Page 2
I have obtained from public officials and from officers of the Company and
have examined originals or copies, identified to my satisfaction, of such other
certificates, agreements and other assurances as I consider necessary for the
purpose of rendering the opinion hereinafter expressed.
I have additionally consulted with officers and representatives of the
Company and have obtained such representations with respect to matters of fact
as I deemed necessary or advisable. I have not necessarily independently
verified the content of the factual statements made to me in connection
therewith, nor the veracity of such representations, but I have no reason to
doubt their truth or accuracy.
Based on the foregoing, it is my opinion that the Shares, when issued, sold
and paid for in accordance with the terms of the Plan, will be duly and validly
issued, fully paid and non-assessable.
I hereby consent to this opinion being filed as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/S/ Helen W. Melman
HELEN W. MELMAN
HWM:jw
<PAGE>
EXHIBIT 15.1
ACCOUNTANTS' AWARENESS LETTER
We are aware that our report, which includes an explanatory paragraph concerning
the company's ability to continue as a going concern, dated April 12, 1996, on
our review of the interim financial information of Fountain Oil Incorporated for
the three- and six- month period ended February 29, 1996 and included in the
company's quarterly report on Form 10-QSB for the quarter then ended is
incorporated by reference in this Registration Statement on Form S-8 of Fountain
Oil Incorporated pertaining to the 1,500,000 shares of Fountain Oil Incorporated
Common Stock, par value $.10 per share, to be offered or sold pursuant to the
Fountain Oil Incorporated 1995 Long-Term Incentive Plan. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered a
part of the registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
/S/ COOPERS & LYBRAND L.L.P.
Houston, Texas
April 18, 1996
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report, which includes an
explanatory paragraph concerning the company's ability to continue as a going
concern, dated November 17, 1995, on our audit of the consolidated financial
statements of Fountain Oil Incorporated and subsidiaries, as of August 31, 1995,
and the related comparative consolidated statements of operations, stockholders'
equity and cash flows for the year ended August 31, 1995 and the ten months
ended August 31, 1994, which report is included in the Annual Report on Form
10-KSB of Fountain Oil Incorporated for the fiscal year ended August 31, 1995
(Commission File No. 0-9147), into this Registration Statement on Form S-8 of
Fountain Oil Incorporated pertaining to 1,500,000 shares of Fountain Oil
Incorporated Common Stock, par value $.10 per share, to be offered or sold
pursuant to the Fountain Oil 1995 Long-Term Incentive Plan.
/S/ COOPERS & LYBRAND L.L.P.
Houston, Texas
April 18, 1996
