SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------
Power Exploration, Inc.
-----------------------
(Exact name of registrant as specified in its charter)
Nevada 84-0811647
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5416 Birchman Avenue, Fort Worth, TX 76107
------------------------------------------
(Address of principal executive offices)
1999 Stock Benefit Plan of Power Exploration, Inc.
--------------------------------------------------
(Full Title of the Plan)
Mr. Joe Bill Bennett, 5416 Birchman Avenue, Fort Worth, TX 76107
----------------------------------------------------------------
(Name, address, including zip code, of agent for service)
(817) 377-4686
--------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Offering Maximum Registration Fee
Price Per Share Aggregate Offering
Price
<S> <C> <C> <C> <C>
Common Stock, Par 120,000 shares $5.00 $600,000 $158.40
Value $0.02
</TABLE>
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<PAGE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended and based upon an average of the high and low prices reported on the
Nasdaq Over the Counter Bulletin Board on June 2, 2000.
(2) The registration fee of $158.40 has previously been paid.
EXPLANATORY NOTE
This Reoffer Prospectus is being filed by Power Exploration, Inc., a Nevada
Corporation (the "Company") in conjunction with the Company's previous filing of
a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "1933 Act"), registering 4,000,000 shares of the Company's common
stock, par value $0.02, to be issued to certain selling shareholders pursuant to
the Company's 1999 Stock Benefit Plan (the "Plan"). Under cover of this
Post-Effective Amendment No. 2 to Form S-8 is a Reoffer Prospectus that the
Company has prepared in accordance with Part I of Form S-3 under the 1933 Act,
as per General Instruction C(1)(a) of Form S-8. The Reoffer Prospectus may be
utilized for reofferings and resales of up to 120,000 shares of common stock
acquired by the selling shareholders.
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<PAGE>
Reoffering Prospectus
Power Exploration, Inc.
5416 Birchman Avenue
Fort Worth, Texas 76107
(817) 377-4686
120,000 SHARES COMMON STOCK
May 23, 2000
The shares of common stock, $.02 par value, of Power Exploration, Inc. ("the
"Company") offered hereby (the "Shares") will be sold from time to time by the
individuals listed under the Selling Shareholders section of this document (the
"Selling Shareholders"). The Selling Shareholders acquired the Shares pursuant
to the Company's 1999 Stock Benefit Plan (the "Plan") for employment or
consulting services that the Selling Shareholders provided to the Company.
The sales may occur in transactions on the Nasdaq over-the-counter market at
prevailing market prices, in block transactions with market makers, or in
negotiated transactions. The Company will not receive proceeds from any of the
sale of the Shares. The Company is paying for the expenses incurred in
registering the Shares.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
through compliance with Rule 144(e). To the knowledge of the Company, the
Selling Shareholders have no arrangement at this time with any brokerage firm
for the sale of the Shares. However, the shareholders may at some future time
arrange for block transactions with a Broker-Dealer. The Selling Shareholders
may be deemed to be an "underwriter" within the meaning of the 1933 Act. Any
commissions received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts under the 1933
Act.
The Company's common stock is currently traded on the Nasdaq Over-the-Counter
Bulletin Board under the symbol "PWRX."
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 5. Certain statements contained in this Prospectus, including,
without limitation, statements containing the words "believes," "anticipates,"
"estimates," "expects," and words of similar import, constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to our future plans, objectives, expectations and
intentions. In evaluating these statements, you should consider the various
factors identified in "Risk Factors" section contained herein, which identify
important considerations that could cause actual results to differ materially
from those contained in the forward-looking statements. Such forward-looking
statements speak only as of the date the statement is made, and the
forward-looking information and statements should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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<PAGE>
TABLE OF CONTENTS
Available Information .........................................................4
Incorporation of Certain Information by Reference .............................4
Risk Factors ..................................................................5
Use of Proceeds ...............................................................8
Selling Security Holders ......................................................8
Plan of Distribution ..........................................................9
Signatures ...................................................................10
The date of this Prospectus is May 23, 2000. You should only rely on the
information incorporated by reference or provided in this Reoffer Prospectus or
any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer
is not permitted. You should not assume that the information in this Reoffer
Prospectus or any supplement is accurate as of any date other than the date on
the front of this Reoffer Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirement of the Securities
Exchange Act of 1934 as amended, (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission. The Company has filed all reports required of it for at least the
twelve months preceding this filing. Such reports, proxy statements, and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Securities and Exchange Commission (the
"Commission") in Washington D.C. at 450 Fifth Street, N.W., 20549, and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228, Chicago, Illinois, 60604; and at 410
Seventeenth Street, Suite 700, Denver Colorado 80202. Copies of these materials
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W. Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission. Information about the Company is also available on the Internet at
the Commission's Web site http://www.sec.gov in the EDGAR Database.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents that the Company filed with the Commission are hereby
incorporated by reference into this Prospectus:
1. The Company's Amended Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1999 filed January 25, 2000 .
2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year ended September 30, 1999.
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<PAGE>
3. The description and specimen certificate of the Common Stock contained
in the Company's Form S-2 Registration Statement filed on August 8, 1980 under
the Securities Act, including any amendment or report filed for the purpose of
updating such description.
4. The Company's Forms S-8 filed December 15, 1999 and March 24, 2000.
All documents that the Company subsequently files with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.
The Company will provide, without charge, to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all information incorporated by reference into this Prospectus.
Requests for such information may be directed to the Company's CEO, Mr. Joe Bill
Bennett , at 5416 Birchman Avenue, Fort Worth, TX 76107.
RISK FACTORS
The Shares offered hereby are speculative and involve a high degree of risk.
Accordingly, in analyzing this offering, prospective investors should carefully
consider the following factors, among others, relating to the Company. Readers
are urged to carefully review and consider the various disclosures made by the
Company in this Prospectus and in the Company's other Reports filed with the SEC
that attempt to advise interested parties of the risks and factors that may
affect the Company's business.
Nature of the Company's Business. The nature of the Company's business is
inherently risky. The Company, along with its wholly owned subsidiaries, is a
developmental global resource company engaged in oil and gas exploration. In
addition to exploration and development of new properties, the Company
redevelops currently producing oil and gas fields, and researches and develops
exploration and recovery technologies, including the manufacture of new,
cutting-edge oil recovery equipment. The Company's existing proved producing oil
and natural gas reserves and its production there from are located in a single
field which consists of 4,500 acres and contains 650 wells. Accordingly, to the
extent that the Company experiences any operating difficulties in connection
with such wells or that the estimated proved reserves attributable thereto are
less than those that are currently estimated to exist, the Company could be
adversely affected. Moreover, the Company's future success as an oil and natural
gas producer, as is generally the case in the industry, depends upon its ability
to find, develop and acquire additional oil and natural gas reserves that are
economically recoverable. Except to the extent that the Company conducts
successful development activities or acquires properties containing proved
reserves, the Company's proved reserves will generally decline as reserves are
produced. There can be no assurance that the Company will be able to locate
additional reserves or that the Company will drill economically productive wells
or acquire properties containing proved reserves.
Need for Additional Funding. The Company's business activity has stagnated due
to current limited capital resources and cash flow. The growth of the Company's
business will require substantial capital initially, and there is no assurance
that any such required additional capital will be available. The Company's
ability to meet any future debt service obligations will be dependent upon the
Company's future performance, which will be subject to oil and natural gas
prices, level of production, general economic conditions and financial, business
and other factors affecting the operations of the Company, many of which are
beyond its control. There can be no assurance that the Company's future
performance will not be adversely affected by such changes in oil and natural
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<PAGE>
gas prices and/or production nor by such economic conditions and/or financial,
business and other factors. In addition, there can be no assurance that the
Company's business will generate sufficient cash flow from operations or that
future bank credit will be available in an amount to enable the Company to
service its indebtedness or make necessary expenditures. In such event, the
Company would be required to obtain such financing from the sale of equity
securities or other debt financing. There can be no assurance that any such
financing will be available on terms acceptable to the Company. Should
sufficient capital not be available, the Company may not be able to continue to
implement its business strategy. There is also no assurance that the Company
will not pursue, from time to time, opportunities to acquire oil and natural gas
properties and businesses that may utilize the capital currently expected to be
available for its present operations. The amount and timing of the Company's
future capital requirements, if any, will depend upon a number of factors,
including drilling costs, transportation costs, equipment costs, marketing
expenses, staffing levels and competitive conditions, and any purchases or
dispositions of assets, many of which are not within the Company's control.
Failure to obtain any required additional financing could materially adversely
affect the growth, cash flow and earnings of the Company. In addition, the
Company's pursuit of additional capital could result in the incurrence of
additional indebtedness or potentially dilutive issuances of additional equity
securities.
History of Losses. The Company had a net loss of $546,348 for the three months
ended December 31,1999, and net losses of $3,214,670 and $2,695,817, for the
years ended September 30, 1999 and 1998, respectively. The Company may continue
to incur net losses and, to the extent that natural gas and crude oil prices
remain low, such losses may be substantial. Other factors that could cause
additional losses are potential failure to achieve, and potential delays in
achieving, expected production from existing and future oil and gas development
projects; potential disruption or interruption of the company's production,
manufacturing or transportation facilities due to accidents or political events;
potential disruption to the company's operations due to untimely or incomplete
resolution of Year 2000 issues by the company and other entities with which it
has material relationships; potential liability for remedial actions under
existing or future environmental regulations; and potential liability resulting
from pending or future litigation.
Business Strategy. The Company's operations are subject to the risks and
uncertainties associated with drilling for, producing and transporting of oil
and natural gas. The Company's future ability to market its natural gas and oil
production will depend upon the availability and capacity of natural gas
gathering systems and pipelines and other transportation facilities. Federal and
state regulation of oil and natural gas production and transportation, general
economic conditions, changes in supply and in demand all could materially
adversely affect the Company's ability to market its oil and natural gas
production. Additionally, the Company's business strategy includes focused
acquisitions of producing oil and natural gas properties. Due to the complex
variables encountered in evaluating the potential of any such acquisition, there
can be no assurance that oil and natural gas properties acquired by the Company
will achieve desired profitability objectives. The Company must incur
significant expenditures for the identification and acquisition of properties
and for the drilling and completion of wells. The Company's drilling involves
numerous risks, including the risk that no commercially productive natural gas
or oil reservoirs will be encountered. There can be no assurance as to the
success of the Company's future drilling activities.
Uncertainty of Estimates of Oil and Natural Gas Reserves. Numerous uncertainties
are inherent in estimating quantities of proved oil and natural gas reserves,
including many factors beyond the control of the Company. Estimates of the
Company's proved oil and natural gas reserves and the estimated future net cash
6
<PAGE>
flows and revenue therefrom are based upon reports of the Company's independent
petroleum engineers (Ultra Engineering). Such reports rely upon various
assumptions, including assumptions required by the Securities and Exchange
Commission as to constant oil and natural gas prices, drilling and operating
expenses, capital expenditures, taxes and availability of funds and such reports
should not be construed as the current market value of the estimated proved
reserves. The process of estimating oil and natural gas reserves is complex,
requiring significant decisions and assumptions in the evaluation of available
geological, engineering and economic data for each reservoir. As a result, such
estimates are inherently an imprecise evaluation of reserve quantities and the
future net revenue therefrom.
Geographic Concentration of Operations. Virtually all of the Company's current
operations are located in Texas and Australia. Because of this concentration,
any regional events that increase costs or competition, reduce availability of
equipment or supplies, reduced demand or limit production will impact the
Company more adversely than if the Company were geographically diversified.
Operating Hazards and Uninsured Risks. The Company's operations are subject to
the risks inherent in the oil and natural gas industry, including the risks of
fire, explosions, blow-outs, pipe failure, abnormally pressured formations and
environmental accidents such as oil spills, gas leaks, ruptures or discharges of
toxic gases, brine or well fluids into the environment (including groundwater
contamination). The occurrence of any of these risks could result in substantial
losses to the Company 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, the Company maintains insurance against some, but not all, of the
risks described above. There can be no assurance that any insurance maintained
by the Company will be adequate to cover any such losses or liabilities.
Further, the Company cannot predict the continued availability of insurance, or
availability at commercially acceptable premium levels. The Company does not
carry business interruption insurance. Losses and liabilities arising from
uninsured or under-insured events could have a material adverse effect on the
financial condition and operations of the Company.
Substantial Competition. The oil and natural gas industry is highly competitive
and there are many other companies engaged in the oil and natural gas business.
The Company is likely to encounter substantial competition from major oil
companies, other independent oil and natural gas concerns and individual
producers and operators in acquiring oil and natural gas properties suitable for
exploration and development. Many of the companies with which the Company
competes have substantially greater financial, technical and other resources and
may have greater experience in the oil and natural gas business than the
Company. Therefore, competitors may be able to pay more for desirable leases and
to evaluate, bid for and purchase a greater number of properties or prospects
than the financial or personnel resources of the Company will permit.
Limited Market for Stock. Our stock is presently trading on the OTC bulletin
board maintained by Nasdaq under the symbol PWRX. Nevertheless, there has been
limited volume in trading in the public market for the common stock, and there
can be no assurance that a more active trading market will develop or be
sustained. The market price of the shares of common stock is likely to be highly
volatile and may be significantly affected by factors such as fluctuations in
our operating results, announcements of technological innovations or new
products and/or services by us or our competitors, governmental regulatory
action, developments with respect to proprietary rights and general market
conditions.
7
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Volatility of Stock Price. The market price for shares of the Common Stock has
varied significantly and may be volatile depending on news announcements or
changes in general market conditions. In particular, news announcements,
quarterly results of operations, competitive developments, litigation or
governmental regulatory action impacting the Company may adversely affect the
Common Stock price. In addition, because the number of shares of Common Stock
held by the public is relatively small, the sale of a substantial number of
shares of the Common Stock in a short period of time could adversely affect the
market price of the Common Stock.
No Dividends. The Company has never paid cash dividends on its Common Stock and
does not anticipate paying cash dividends on its Common Stock in the next year.
The Company plans on paying dividends as it becomes more profitable, but until
this occurs, the Company's Common Stock is not a suitable investment for persons
requiring current income.
Dependence on Management. The Company is substantially dependent upon three key
individuals within its management, M.O. Rife III, Joe Bennett, and Mark Zouvas.
The loss of the services of any one of these individuals could have a material
adverse impact upon the Company.
Conflicts of Interest. Our officers and directors may have conflicts of
interest. Officers and directors of the Company may in the future participate in
business ventures which could be deemed to compete directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the Company's officers or directors are involved in
the management of any firm with which the Company transacts business.
USE OF PROCEEDS
The Company will not receive any of the proceeds form the sale of shares of
common stock by the Selling Shareholders.
SELLING SECURITY HOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to the Company's Stock Benefit Plan for employment and
consulting services they provided to the Company. The Selling Shareholders may
resell all, a portion or none of such Shares from time to time.
The shareholders selling shares under this registration reserve the sole right
to accept or reject, in whole or in part, any proposed sale of shares.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of May 23, 2000, the number of Shares
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<PAGE>
owned, the number of Shares registered by this Reoffer Prospectus and the number
and percent of outstanding Shares that will be owned after the sale of the
registered Shares assuming the sale of all of the registered Shares.
<TABLE>
<CAPTION>
Selling Number of Shares Number of Shares Number of Shares Percentage of
Shareholders Owned Before Sale Registered by Owned After Sale Shares Owned after
Prospectus Sale (1)
<S> <C> <C> <C> <C>
Richard D. Surber 102,887(2) 30,000* 72,887(2) Less than 1%
Joe Bill Bennett 63,668 30,000* 63,668 Less than 1%
Mark Zouvas 23,175 30,000* 23,175 Less than 1%
M. O. Rife III 37,000 30,000* 37,000 Less than 1%
</TABLE>
(1) Based upon 20,452,121 shares outstanding as of May 23, 2000.
(2) Includes 45,000 shares owned by Hudson Consulting Group, Inc., which shares
are beneficially attributed to Mr. Surber as president of Hudson Consulting
Group, Inc., and 2,887 shares owned by CyberAmerica Corporation, which shares
are beneficially attributed to Mr. Surber as president of CyberAmerica
Corporation. * The 30,000 shares each being sold by Joe Bill Bennett, Mark
Zouvas and M. O. Rife III are shares to be issued pursuant to an employee
benefit plan of the Company, which shares are to be issued pursuant to the
Company's S-8 Registration filed March 24, 2000 and sold pursuant to this
offering. The 30,000 shares being sold by Mr. Surber were previously issued
under the Company's Employee Benefit Plan. The Corporation's common stock trades
on the NASD OTC:BB under the symbol "PWRX", the closing price per share of the
common stock was reported as $5.00 on June 2, 2000.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus on one or more transactions on the Over-the-Counter
Bulletin Board maintained by Nasdaq, or other exchange, in a negotiated
transaction or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. Such sales may be made through
Broker-Dealers, Agents or directly to one or more purchasers. Such sales shall
be in compliance with all of the requirements of Rule 144(e). The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Shares for whom such broker-dealers may act as
agent (which compensation may be less than or in excess of customary
commissions).
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares owned by them may be deemed to be
underwriting discounts and commissions under the 1933 Act. All selling and other
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<PAGE>
expenses incurred by the Selling Shareholders will be borne by the Selling
Shareholders. There is no assurance that the Selling Shareholders will sell all
or any portion of the Shares offered. The Company will pay all expenses in
connection with this offering and will not receive any proceeds from sale of any
shares by the Selling Shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is has reasonable grounds to believe that it has prepared this
document in accordance with Part 1 of Form S-3 and has duly caused this
registration statement to be signed by the undersigned, thereunto duly
authorized, in the City of Fort Worth, Texas, on May 23, 2000.
Power Exploration, Inc.
By: /s/Joe Bill Bennett
-----------------------
Joe Bill Bennett, as CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Joe Bill Bennett with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may 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.
Signature Title Date
/s/Joe Bill Bennett Director and CEO May 23, 2000
-------------------
Joe Bill Bennett
/s/M. O. Rife, III Director and Chairman May 23, 2000
-------------------
M. O. Rife, III
/s/James McGowan Director May 23, 2000
-------------------
James McGowan
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/s/Richard Surber Director May 23, 2000
------------------
Richard Surber
/s/Charles Barnhill Director May 23, 2000
------------------
Charles Barnhill
/s/Reginald Davis Director May 23, 2000
------------------
Reginald Davis
/s/Mark Zouvas CFO May 23, 2000
------------------
Mark Zouvas
11
