<PAGE>
As filed with the Securities and Exchange Commission on July __, 1998
Reg. No. _______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIELDPOINT PETROLEUM CORPORATION
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(Exact name of issuer as specified in its charter)
COLORADO 84-0811034
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(State or other jurisdiction (I.R.S. Employer
of incorporation Identification No.)
or organization)
1703 Edelweiss Drive, Cedar Park, Texas 78613
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(Address of principal executive offices, including Zip Code)
STOCK OPTION AGREEMENTS
-----------------------------
(Full title of the plans)
Ray D. Reaves Jr.
1703 Edelweiss Drive
Cedar Park, Texas 78613
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(Name and address of agent for service)
(512) 250-8692
-----------------------------
(Telephone number, including area code,
of agent for service)
Copy To:
Clifford L. Neuman, Esq.
Neuman, Drennen & Stone, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
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<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Regis
to be to be Price Per Offering -tration
Registered Registered Share (1) Price (1) Fee
- ------------------------------------------------------------------------------
Common Stock 600,000 shares $.10 $60,000 $18.18
$.01 par value
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Common Stock 50,000 shares $.75 $37,500 $11.36
$.01 par value
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Common Stock 5,000 shares $.88 4,400 $1.33
$.01 par value
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Total $101,900 $100.00
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(1) Pursuant to Rule 457(h), the maximum offering price was calculated based
upon the aggregate exercise price of the outstanding Options.
<PAGE>
<PAGE>
FIELDPOINT PETROLEUM CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item
Number and Caption Caption in Prospectus
--------------------------------- ---------------------------------
1. Forepart of Registration Facing Page of Registration
Statement and Outside Front Statement and Cover Page of
Cover Page of Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Securityholder
8. Description of Securities to be Description of Securities; Stock
Registered Option Agreement; Sales by Selling
Securityholder
9. Interests of Names Experts and Interests of Named Experts and
Counsel Counsel
10. Material Changes Not Applicable
11. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
12. Disclosure of Commission Position Indemnification
on Indemnification for Securities
Act Liabilities
<PAGE>
<PAGE>
PROSPECTUS
FIELDPOINT PETROLEUM CORPORATION
655,000 Shares of Common Stock
($.01 par value)
TO BE ISSUED PURSUANT TO STOCK OPTION AGREEMENTS
This Prospectus is part of a Registration Statement which registers an
aggregate of 655,000 shares of Common Stock, $.01 par value ("Common Stock")
of FieldPoint Petroleum Corporation, (the "Company") which may be issued, as
set forth herein, to certain directors, key employees and consultants of the
Company, pursuant to Common Stock Options exercisable to purchase up to
655,000 shares of Common Stock of the Company (the "Options") issued under six
Stock Option Agreements (the "Option Agreements"). The Company has been
advised by the Optionholders that they may sell all or a portion of its shares
of Common Stock from time to time in the over-the-counter market at prices
obtainable at the time of sale, or in privately negotiated transactions at
prices determined by negotiation. The Optionholders may effect such
transactions by selling the shares to or through securities broker/dealers,
and such broker/dealers may receive compensation in the form of discounts,
concessions or commissions from the Optionholders and/or the purchasers of the
shares for whom such broker/dealers may act as agent or to whom they sell as
principals, or both (which compensation as to a particular broker/dealer may
be in excess of customary commissions). The Optionholders, and the brokers
and dealers through whom sales of the shares are made, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any profits realized by them on the sale of the
shares may be considered to be underwriting compensation.
No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the shares of Common Stock issuable upon
exercise of the Options shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof.
-----------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE
-----------------------------------------------
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
-----------------------------------------------
The date of this Prospectus is _______________, 1998.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected
and copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of this material can also be
obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. The Company's Common Stock is traded in the over-the-counter market
and quoted on the OTC Electronic Bulletin Board ("Bulletin Board") under the
symbol FPPC.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 655,000 shares of the
Company's Common Stock, to be issued by the Company pursuant to a written
Stock Option Agreement. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the shares of the
Common Stock offered by this Prospectus, reference is made to the Registration
Statement, including the exhibits thereto. Statements in this Prospectus as
to any document are not necessarily complete, and where any such document is
an exhibit to the Registration Statement or is incorporated by reference
herein, each such statement is qualified in all respects by the provisions of
such exhibit or other document, to which reference is hereby made, for a full
statement of the provisions thereof. A copy of the Registration Statement,
with exhibits, may be obtained from the Commission's office in Washington,
D.C. (at the above address) upon payment of the fees prescribed by the rules
and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1997, as filed with the Commission on March 20, 1998, and amended
on Form 10-KSB/A as filed with the Commission on April 2, 1998;
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998, as filed with the Commission on May 14, 1998;
3. The Company's Current Report on Form 8-K, as filed with the Commission
on March 4, 1998, and amended on Form 8-K/A as filed with the
Commission on May 1, 1998;
4. The Company's Current Report on Form 8-K, as filed with the Commission
on January 14, 1998.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the respective date of filing of such documents. Any
statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Ray D. Reaves, President,
FieldPoint Petroleum Corporation, 1703 Edelweiss Drive, Cedar Park, Texas
78613.
<PAGE>
<PAGE>
THE COMPANY
FieldPoint Petroleum Corporation (the "Company" or "FieldPoint")
identifies, acquires and enhances the production of mature oil and natural gas
fields located primarily in the mid-continent and the Rocky Mountain region.
From 1980 until 1986, the Company was engaged in oil and gas operations.
Between 1986 and 1997, the Company did not engage in any oil and gas
operations until the completion of the reverse acquisition described below.
The Company entered into an Agreement dated as of December 22, 1997, with
Bass Petroleum, Inc., a Texas corporation ("BPI"), pursuant to which, on
December 31, 1997, the Company acquired from the shareholders of BPI an
aggregate of 8,655,625 shares of capital stock of BPI, in exchange for the
issuance of 4,000,000 unregistered shares of the Company's common stock. The
transaction was treated, for accounting purposes, as an acquisition of
FieldPoint Petroleum Corporation by Bass Petroleum, Inc. The historical
information prior to December 31, 1997 represents the production and activity
of BPI. On December 31, 1997, the Company changed its name from Energy
Production Company to FieldPoint Petroleum Corporation.
<PAGE>
<PAGE>
DIRECTOR STOCK OPTION AGREEMENTS
Effective January 1, 1997, the Company executed and delivered to each of
its Directors a Stock Option Agreement granting to each such director non-
qualified stock options exercisable to purchase shares of the Company's Common
Stock.
Pursuant to the Stock Option Agreements, the Company granted to Ray D.
Reaves ("Reaves") non-qualified stock options exercisable to purchase an
aggregate of 200,000 shares of the Company's Common Stock, Robert A. Manogue
("Manogue") non-qualified stock options exercisable to purchase an aggregate
of 100,000 shares of Common Stock, Roger D. Bryant ("Bryant") non-qualified
stock options exercisable to purchase an aggregate of 100,000 shares of Common
Stock and Frank Bracken ("Bracken") non-qualified stock options exercisable to
purchase an aggregate of 200,000 shares of Common Stock.
The foregoing options are exercisable by Messrs. Reaves, Manogue and Bryant
to purchase shares of the Company's Common Stock at an exercise price of $.10
per share until December 31, 2001 and by Mr. Bracken until December 31, 1998
(the "Expiration Date"). See "OPTION TERMS AND PROVISIONS."
<PAGE>
<PAGE>
OTHER STOCK OPTION AGREEMENTS
Effective January 1, 1998, the Company executed and delivered two Stock
Option Agreements: one to an executive officer and another to a consultant to
the Company.
Pursuant to the Stock Option Agreements, the Company granted to Barry Gross
("Gross") non-qualified stock options exercisable until December 31, 1999 to
purchase an aggregate of 50,000 shares of Common Stock at an exercise price of
$.75 per share, and granted and issued to J. Kelly Latz ("Latz") non-qualified
stock options exercisable until December 31, 2000 to purchase an aggregate of
5,000 shares of Common Stock at an exercise price of $.88 per share. Mr.
Gross was a consultant and Mr. Latz an officer of the Company on the date of
grant and the options were issued in consideration of their providing services
to the Company.
<PAGE>
<PAGE>
OPTION TERMS AND PROVISIONS
Option Terms and Provisions
- ---------------------------
All of the Options were issued pursuant to the Stock Option Agreements and
were not issued pursuant to any program or plan being administered by either
the Board of Directors of the Company or any committee of the Board of
Directors organized for that purpose. The specific terms of the Options are
as follows:
(a) OPTION EXERCISE PRICES. The exercise price per share of the Options
granted to Mssrs. Reaves, Manogue, Bryant and Bracken is $.10 per
share, the exercise price per share of the options granted to Mr.
Gross is $.75 per share and the exercise price of the Options granted
to Mr. Latz is $.88 per share. Each respective exercise price was
established by the Board of Directors and was a price that was equal
to or greater than the closing bid price of the Company's Common Stock
as quoted on the Bulletin Board on the date of grant.
(b) TERM OF OPTIONS. The Options granted to Mssrs. Reaves, Manogue and
Bryant expire on December 31, 2001, and the options granted to Mssrs.
Bracken, Gross and Latz expire on December 31, 1998, December 31,
1999 and December 31, 2000, respectively. The Company may extend the
exercise period of any or all of the Options by giving notice of such
extension.
(c) MANNER OF EXERCISE. The holder of the Options may exercise all or any
whole number of such Options during the Exercise Period in the manner
stated herein. The Exercise Price shall be payable in lawful money of
the United States of America. The Optionholder shall surrender to the
Company through its Option Agent his/her Option Certificate, together
with the Purchase Form attached thereto, executed by the Optionholder
or the Optionholder's duly authorized attorney, payment of the
Purchase Price in cash or by certified or bank cashier's check or bank
draft payable to the order of the Company. If upon exercise of any
Options, the number of Options exercised shall be less than the total
number of Options evidenced by the surrendered Option Certificate,
there shall be issued to the tendering Optionholder a new Option
Certificate evidencing the number of Options not so exercised.
(d) TRANSFERABILITY. The Options are not transferable by the holder
thereof.
(e) REDEMPTION. There are no redemption rights afforded to the Company in
connection with the Options.
(f) ADJUSTMENTS. In the event the Common Stock issuable upon exercise of
the Options shall be changed into the same or different number of
shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise, or in the event the
Company shall at any time issue Common Stock by way of dividend or
other distribution on any stock of the Company, or subdivide or
combine the outstanding shares of Common Stock, then in each such
event a Holder of any of the Options shall have the right thereafter
to exercise such Option and receive the kind and amount of shares of
stock and other securities and property receivable upon such
reorganization, reclassification or other change by holders of the
number of shares of Common Stock into which such Option might have
been exercised immediately prior to such reorganization,
reclassification or change. In the case of any such reorganization,
reclassification or change, the Exercise Price shall also be
appropriately adjusted so as to maintain the aggregate Exercise Price.
Further, in case of any consolidation or merger of the Company with or
into another corporation in which consolidation or merger the Company
is not the continuing corporation, or in case of any sale or
conveyance to another corporation of the property of the Company as an
entirety, or substantially as an entirety, the Company shall cause
effective provision to be made so that the Optionholder shall have the
right thereafter, by exercising the Options, to purchase the kind and
amount of shares of stock and other securities and property receivable
upon such consolidation, merger, sale or conveyance by holders of the
number of shares of Common Stock into which such Option might have
been exercised immediately prior to such consolidation, merger, sale
or conveyance, which provision shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments
provided for in the Options. The foregoing provisions shall similarly
apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.
Notwithstanding the foregoing, no adjustment of the Exercise Price
shall be made as a result of or in connection with (1) the issuance of
Common Stock of the Company pursuant to options, Options and share
purchase agreements now in effect or hereafter outstanding or created,
(2) the establishment of option plans of the Company, the
modification, renewal or extension of any plan now in effect or
hereafter created, or the issuance of Common Stock upon exercise of
any options pursuant to such plans, (3) the issuance of Common Stock
in connection with an acquisition, consolidation or merger of any type
in which the Company is the continuing corporation, or (4) the
issuance of Common Stock in consideration of such cash, property or
service as may be approved by the Board of Directors of the Company
and permitted by applicable law.
(g) ADJUSTMENT TO PURCHASE PRICE. The Company may, in its sole
discretion, lower the purchase price at any time, or from time-to-
time. When any adjustment is made in the purchase price, the Company
shall cause a copy of such statement to be mailed to the Optionholder,
as of a date within ten (10) days after the date when the purchase
price has been adjusted.
(h) RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the
Option upon the basis herein set forth will at all times during the
term of this Option be reserved for the exercise thereof.
(i) ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, within thirty (30) days after exercise of
this Option, a certificate or certificates in the name requested by
the Optionholder of the number of shares of Common Stock to which the
Optionholder is entitled upon such exercise. All shares of Common
Stock or other securities delivered upon the exercise of the Options
shall be validly issued, fully paid and non-assessable.
(j) NO RIGHT AS STOCKHOLDER. The Optionholder is not, by virtue of
ownership of the Option, entitled to any rights whatsoever of a
stockholder of the Company.
Federal Income Tax Effects
- --------------------------
A Optionholder does not recognize taxable income on the date of the grant
of the Option, which is a non-statutory option, but recognizes ordinary income
generally on the date of exercise in the amount of the difference between the
Option exercise price and the fair market value of the Common Stock on the
date of exercise. However, if the holder is subject to the restrictions on
resale of Common Stock under Section 16 of the Securities Exchange Act of
1934, such person generally recognizes ordinary income at the end of the six-
month period following the date of exercise in the amount of the difference
between the Option exercise price and the fair market value of the Common
Stock at the end of the six-month period. Nevertheless, such holder may elect
within thirty (30) days after the date of exercise to recognize ordinary
income as of the date of exercise. The amount of ordinary income recognized
by the Optionholder is deductible by the Company in the year that income is
recognized.
Restrictions Under Securities Laws
- ----------------------------------
The sale of any shares of Common Stock acquired upon the exercise of the
Options must be made in compliance with federal and state securities laws.
Officers, directors and ten percent (10%) or greater stockholders of the
Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the Federal Securities Laws, should be aware
that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,
directors and ten percent (10%) and greater stockholders are also subject to
the "short swing" profit rule of Section 16(b) of the Exchange Act of 1934.
Section 16(b) of the Exchange Act generally provides that any profit realized
by an officer, director or beneficial owner of ten percent (10%) or more of
the Company's equity securities from any purchase and sale, or any sale and
purchase of any equity security of the Company within any period less than six
(6) months shall inure to and be recoverable by the Company. Section 16(b)
exempts all Option exercises from being treated as purchases and, instead,
treats a Option grant as a purchase of the underlying security, which
grant/purchase may be matched with any sale of the underlying security within
six (6) months of the date of grant.
<PAGE>
<PAGE>
DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 75,000,000 shares of $.01 par
value Common Stock. As of July 15, 1998, 4,413,259 shares of Common Stock
were issued and outstanding.
Common Stock
- ------------
Each holder of Common Stock of the Company is entitled to one (1) vote for
each share held of record. There is no right to cumulative votes for the
election of directors. The shares of Common Stock are not entitled to pre-
emptive rights and are not subject to redemption or assessment. Each share of
Common Stock is entitled to share ratably in distributions to shareholders and
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Upon liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to
receive, pro-rata, the assets of the Company which are legally available for
distribution to shareholders. The issued and outstanding shares of Common
Stock are validly issued, fully paid and non-assessable.
Bulletin Board
- --------------
The Company's Common Stock is traded on the Bulletin Board under the symbol
"FPPC".
Transfer Agent
- --------------
The Transfer Agent for the shares of Common Stock is American Securities
Transfer & Trust, Inc., 938 Quail Street, Suite 101, Lakewood, Colorado 80215-
5513, telephone no. (303) 234-5300.
LEGAL MATTERS
Legal matters in connection with the securities being offered hereby will
be passed upon for the Company by Neuman, Drennen & Stone, LLC, Temple-Bowron
House, 1507 Pine Street, Boulder, Colorado 80302.
EXPERTS
The financial statements of the Company as of December 31, 1997 and for
each of the two years ended December 31, 1997 included in the Company's annual
report on Form 10-KSB for the year ended December 31, 1997, incorporated by
reference herein, have been incorporated herein in reliance upon the report of
Hein + Associates LLP, independent certified public accountants, incorporated
by reference herein and upon the authority of that firm as experts in auditing
and accounting.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997, as filed with the Commission on March 20, 1998,
and amended on Form 10-KSB/A as filed with the Commission on April 2,
1998;
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998, as filed with the Commission on May 14, 1998;
3. The Company's Current Report on Form 8-K, as filed with the
Commission on March 4, 1998, and amended on Form 8-K/A as filed with
the Commission on May 1, 1998;
4. The Company's Current Report on Form 8-K, as filed with the
Commission on January 14, 1998.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the respective date of filing of such documents. Any
statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Ray D. Reaves, President,
FieldPoint Petroleum Corporation, 1703 Edelweiss Drive, Cedar Park, Texas
78613.
Item 4. Description of Securities.
-------------------------
The class of securities to be offered hereby is registered under Section 12
of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part
of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the Common Stock offered hereby will be passed on for the
Company by the law firm of Neuman, Drennen & Stone, Temple-Bowron House, 1507
Pine Street, Boulder, Colorado 80302.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The only statute, charter provision, bylaw, contract, or other arrangements
under which any controlling person, director or officers of the Registrant is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, are as follows:
(a) Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:
7-109-101. DEFINITIONS. AS USED IN THIS ARTICLE:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan. A
director is considered to be serving an employee benefit plan at the
corporation's request if his or her duties to the corporation also impose
duties on, or otherwise involve services by, the director to the plan or
to participants in or beneficiaries of the plan. "Director" includes,
unless the context requires otherwise, the estate or personal
representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect to a
person other than a director as contemplated in section 7-109-107, the
office in a corporation held by the officer or the employment, fiduciary,
or agency relationship undertaken by the employee, fiduciary, or agent on
behalf of the corporation. "Official capacity" does not include service
for any other domestic or foreign corporation or other person or employee
benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding because
the person is or was a director against liability incurred in the
proceeding if:
(a) The person conducted himself or herself in good
faith; and
(b) The person reasonable believed:
(I) In the case of conduct in an official capacity
with the corporation, that his or her conduct was in the
corporation's best interests; and
(II) In all other cases, that his or her conduct
was at least not opposed to the corporation's best
interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is
conduct that satisfies the requirement of subparagraph (II) of
paragraph (b) of subsection (1) of this section. A director's
conduct with respect to an employee benefit plan for a purpose that
the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not
to satisfy the requirements of paragraph (a) of subsection (1) of
this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.
(5) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS.
Unless limited by its articles of incorporation, a corporation shall
indemnify a person who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was
a party because the person is or was a director, against reasonable
expenses incurred by him or her in connection with the proceeding.
7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has
met the standard of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that he or she did
not meet the standard of conduct; and
(c) A determination is made that the facts then known to
those making the determination would not preclude indemnification
under this article.
(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the
director but need not be secured and may be accepted without
reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to
mandatory indemnification under section 7-109-103, the court shall
order indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and
reasonable entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 7-109-102 (1) or was adjudged liable in
the circumstances described in section 7-109-102 (4), the court may
order such indemnification as the court deems proper; except that
the indemnification with respect to any proceeding in which
liability shall have been adjudged in the circumstances described in
section 7-109-102 (4) is limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses incurred to
obtain court-ordered indemnification.
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.
(1) A corporation may not indemnify a director under section 7-109-
102 unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been
made.
(2) The determinations required by subsection (1) of this section
shall be made:
(a) By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceeding shall be counted in
satisfying the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors
not parties to the proceeding; except that directors who are parties
to the proceeding may participate in the designation of directors
for the committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)
of this section shall be made:
(a) By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in
paragraph (a) or (b) of subsection (2) of this section or, if a
quorum of the full board cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority
vote of the full board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the
determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body
that selected such counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the
same extent as to a director; and
(c) A corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.
7-109-108. INSURANCE.
A corporation may purchase and maintain insurance on behalf of a
person who is or was a director, officer, employee, fiduciary, or
agent of the corporation, or who, while a director, officer,
employee, fiduciary, or agent of the corporation, is or was serving
at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan,
against liability asserted against or incurred by the person in that
capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the corporation would
have power to indemnify the person against the same liability under
section 7-109-102, 7-109-103, or 7-109-107. Any such insurance may
be procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws
of this state or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the corporation
has an equity or any other interest through stock ownership or
otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article
of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.
7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR.
If a corporation indemnifies or advances expenses to a director
under this article in connection with a proceeding by or in the
right of the corporation, the corporation shall give written notice
of the indemnification or advance to the shareholders with or before
the notice of the next shareholders' meeting. If the next
shareholder action is taken without a meeting at the instigation of
the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a
writing consenting to such action.
* * *
Item 7. Exemption from Registration Claimed.
-----------------------------------
At the present time, Options to purchase 655,000 shares of the Registrant's
Common Stock have been granted, and no Options to purchase have heretofore
been exercised. Inasmuch as the key employees are knowledgeable,
sophisticated and/or have access to comprehensive information relevant to the
Registrant, such transactions are undertaken in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. As a
condition precedent to such grant, such employees are required to express an
investment intent and consent to the imprinting of a restrictive legend on the
Option Certificate, and, until this Registration Statement is declared
effective, each Stock Certificate to be received from the Registrant, upon
exercise of the Option.
Item 8. Exhibits.
--------
Exhibit Description
------- -----------
2.0 Form of Stock Option Agreement
4.1 Subscription Agreement
4.2 Representations and Options Statement
5.0 Opinion of Neuman, Drennen & Stone, LLC relating to the
issuance of shares of Common Stock pursuant to the Common
Stock Options granted to certain key employees of the
Registrant.
24.1 Consent of Neuman, Drennen & Stone, LLC included in the
opinion filed as Exhibit 5.0 hereto
24.2 Consent of Hein + Associates LLP, Certified Public
Accountants
Item 9. Undertakings.
------------
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are being
made, a post-effective amendment to this Registration Statement 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;
(b) That, for the purposes of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(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 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.
3. The undersigned Registrant hereby undertakes to deliver, or cause to
be delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to Securityholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the Prospectus,
to deliver, or cause to be delivered to each person to whom the Prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the Prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person in 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 Act and will be governed by
the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Boulder, State of Colorado on the 31st day of
July, 1998.
FIELDPOINT PETROLEUM CORPORATION
By: /s/ Ray D. Reaves
------------------------------------
Ray D. Reaves, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities with Global Casinos, Inc. and on the dates indicated.
Signature Position Date
/s/ Ray D. Reaves President, Chairman, 7/31/98
- ------------------------- Chief Executive Officer, ----------
Ray D. Reaves Chief Financial Officer Date
/s/ Roger D. Bryant Director 7/31/98
- ------------------------- ----------
Roger D. Bryant Date
/s/ Robert A. Manogue Director 7/31/98
- ------------------------- ----------
Robert A. Manogue 7/31/98
<PAGE>
STOCK OPTION AGREEMENT
THIS AGREEMENT is made by and between FieldPoint Petroleum Corporation, a
Colorado corporation (the "Corporation"), and J. Kelly Latz ("Optionee") and
shall be effective the 1st day of January 1998 (the "Effective Date").
WHEREAS, Optionee has provided and will continue to provide valuable
assistance to the Corporation with respect to the Corporation's business and
operations; and
WHEREAS, in view of the foregoing, the Corporation desires to grant to
Optionee an option to purchase shares of the Corporation's Common Stock, $.01
par value (the "Common Stock") as hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing, of the mutual
covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Corporation and Optionee, intending to be legally bound, hereby agree as
follows:
1. GRANT OF OPTION. The Corporation hereby grants to Optionee an option
(the "Option") to purchase all or any part of an aggregate amount of 5,000
shares of Common Stock (the "Option Shares"), upon the terms and conditions
hereinafter set forth.
2. TERMS OF OPTION. The Option shall commence as of the Effective Date
and, except as otherwise provided in this Agreement, shall terminate on
December 31, 2000 (the "Expiration Date"). In the event of the failure of
Optionee to properly exercise the Option prior to the Expiration Date, or in
the event of the failure of Optionee to properly exercise the Option with
respect to all of the Option Shares prior to the Expiration Date, such part or
parts, or the whole, as the case may be, of the Option shall become null and
void and shall no longer be of, or have any, further force or effect.
3. PURCHASE PRICE. The purchase price of each Option Share shall be
$.88 per share.
4. PROCEDURE FOR EXERCISE OF OPTION. Subject to the restrictions stated
in this Agreement, Optionee may exercise the Option at any time after December
31, 1998 by the sending of: (a) written notice of such exercise to the
Corporation, specifying the number of Option Shares to be purchased; (b) a
check in United States funds in the amount of the purchase price; (c) a fully
completed Subscription Agreement in the form of Exhibit "A" attached hereto;
and (d) a fully completed Representations and Warranties Statement in the form
of Exhibit "B" attached hereto. Within thirty (30) days after receipt of all
of the foregoing, the Corporation shall deliver to Optionee the certificate or
certificates representing the Option Shares being purchased; provided,
however, that such delivery may be postponed at the discretion of the
Corporation to enable the Corporation to comply with any applicable procedures
or requirements of any governmental agency or regulatory authority (public or
private) to which the Corporation may be subject.
5. CONSOLIDATION, MERGER, ETC. Notwithstanding any other provisions of
this Agreement, in the event that the Corporation consolidates with, merges
into, or transfers all or substantially all of its assets or property to
another corporation or other legal entity, or in the event any such
corporation acquires a controlling interest in the Corporation, in a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended, or in the event of the Corporation's dissolution or
liquidation other than pursuant to any plan of such reorganization, the Option
of Optionee granted hereunder shall thereupon terminate; provided, however,
that, unless the Option granted under this Agreement is assumed or a
substitute Option therefor is issued by the surviving or acquiring corporation
in any such consolidation, merger, or other reorganization (within its sole
discretion), the Corporation shall give written notice to Optionee, by
registered or certified mail, return receipt requested, first-class postage
prepaid, at least thirty (30) days prior to the effective date or estimated
effective date of such consolidation, merger, reorganization, dissolution, or
liquidation, of the effective date or estimated effective date of such
consolidation, merger, reorganization, dissolution, or liquidation.
6. CHANGES IN CAPITAL STRUCTURE OF THE CORPORATION. If the Corporation
shall subdivide or split the outstanding shares of Common Stock of the
Corporation into a greater number of shares or combine such outstanding shares
into a lesser number of shares, or if the Corporation shall declare any
dividend or other distribution upon its outstanding shares of Common Stock
payable in shares of the Corporation's Common Stock, then the number of Option
Shares subject to Option specified in this Agreement and price per share shall
be equitably and proportionately adjusted for any such action. The
Corporation may, but shall not be obligated to, issue a fractional share of
the Corporation's Common Stock as a result of any such action and the exercise
of the Option specified herein; in lieu of issuing such a fractional share,
the Corporation may pay in cash the fair value of a fractional share. The
foregoing are the only adjustments which shall be made to the number of Option
Shares subject to the Option specified in this Agreement and the price per
share.
7. NONTRANSFERABILITY OF OPTION. Optionee's Option to purchase Option
Shares under this Agreement may not be sold, transferred, exchanged, assigned,
pledged, discounted, hypothecated, or otherwise disposed of, voluntarily,
involuntarily or by operation of law, except the same may be transferred by
will or pursuant to the laws of descent and distribution. In addition, this
Option is not subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition of
the Option contrary to the provisions hereof and the levy of any execution,
attachment, or similar process upon the Option shall be null and void and
without effect.
8. NO RIGHTS AS STOCKHOLDER. The Option specified in this Agreement
shall not, prior to proper exercise and issuance of a share certificate,
entitle Optionee to any rights as a stockholder of the Corporation including,
without limitation, the right to receive dividends or other distributions of
any kind, the right to vote or otherwise act at any annual or special meeting
of Stockholders of the Corporation, the right to receive notice of any
corporate action (except as otherwise specified in Article 5 hereof), or the
right to exercise any preemptive rights.
9. EXPENSES. All expenses incurred by or on behalf of either party
hereto in connection with the authorization, preparation, execution, and
consummation of this Agreement, the Option specified herein, and the possible
purchase of the Option Shares, subject to the Option, including, without
limitation of the generality of the foregoing, all fees and expenses of
representatives, counsel, and accountants employed by either such party, shall
be borne solely and entirely by the party who or which has incurred the same.
10. WARRANTIES OF CORPORATION. The Corporation hereby represents and
warrants as follows:
A. The Board of Directors of the Corporation has authorized the
execution and delivery of this Agreement by the officer of the Corporation
executing same;
B. The Board of Directors of the Corporation has reserved for
issuance, during the period the Option specified herein is exercisable, such
number of shares of Common Stock as shall be necessary for full exercise of
the Option specified in this Agreement; and
C. Any shares of Common Stock issued and delivered pursuant to the
exercise of the Option specified herein shall be validly issued, fully paid,
and nonassessable.
11. TERMINATION OF SERVICE. In the event that the Optionee shall not
be serving as an officer of the Corporation on December 31, 1998, the Option
granted hereunder shall be terminated.
12. MISCELLANEOUS.
A. All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given, if
delivered, any delivery charges prepaid, or sent by registered or certified
mail, return receipt requested, first-class postage prepaid, as follows:
(1) If to the Corporation, to:
FieldPoint Petroleum Corporation
P.O. Box 200685
Austin, Texas 78720
Attention: President
(2) If to Optionee, to:
J. Kelly Latz
2000 San Jacinto Center
98 San Jacinto Boulevard
Austin, TX 78701-4286
or to such other address as either such party may designate in accordance with
this Section.
B. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns, heirs, legatees, executors, administrators,
and legal and personal representatives.
C. The provisions of this Agreement are not intended to be (and shall
not serve) for the benefit of any creditor (other than a party hereto in its
or his capacity as such) of, or any other person (other than a party hereto in
its or his capacity as such) to whom any debts, liabilities, or obligations
are owed by (or who otherwise has a claim against), either party hereto, and
no such creditor or other person shall obtain any right under any provision
hereof or shall by reason of any such provision make claims in respect of the
aforesaid debts, liabilities, or obligations (or otherwise) against the
Corporation or the other party hereto.
D. The Article and other headings in this Agreement are inserted
solely as a matter of convenience and for reference and are not a part of this
Agreement. When the context requires, the masculine includes the female and
neuter genders and singular nouns and pronouns include the plural.
E. This Agreement supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter
hereof. Neither this Agreement, nor any provision hereof, may be changed,
waived, discharged, or terminated orally, but only by a statement in writing
signed by the party against which or whom the enforcement of such change,
waiver, discharge, or termination is sought.
F. This Agreement shall be construed and enforced in accordance with
the laws of the State of Texas and venue for all purposes hereunder shall be
Travis County, Texas.
CORPORATION:
FIELDPOINT PETROLEUM CORPORATION
By:
------------------------------------
Ray D. Reaves, Jr., its President
OPTIONEE:
----------------------------------------
J. Kelly Latz
<PAGE>
EXHIBIT A
SUBSCRIPTION AGREEMENT
----------------------
Subscription Agreement (the "Agreement") made and entered into as of this
_____ day of ____________________, ________, between the person whose name
appears on the signature page hereof ("Subscriber") and FieldPoint Petroleum
Corporation, a Colorado corporation ("Company");
WITNESSETH:
In consideration of the mutual covenants hereinafter set forth, the parties
hereto agree as follows:
1. SUBSCRIPTION. The Subscriber hereby subscribes for and agrees to
purchase the number of shares of the Company's Common Stock, $.01 par
value, set opposite his name on the signature page hereof (the
"Shares") for the purchase price of Eighty Eight Cents ($.88) per
share, payable as hereinafter provided. The Subscriber hereby agrees
that this Agreement shall be irrevocable and survive the death or
legal incapacity of the Subscriber.
2. PAYMENT FOR SHARES. The purchase price for the Shares shall be paid
to the Company by the Subscriber contemporaneously with the execution
of this Agreement. No certificates representing the Shares shall be
issued or become issuable until the full amount of the above
subscription shall have been paid. In the event the subscription
price herein specified is not paid when due, the Company may at its
option cancel this subscription and this Agreement.
3. ACCEPTANCE OF SUBSCRIPTION. This Agreement shall be deemed to be
accepted by the Company when it is signed by an authorized officer of
the Company on behalf of the Company, it being provided that,
notwithstanding anything in this Agreement to the contrary, the
Company shall have no obligation to issue the Shares to the Subscriber
if the issuance of the Shares would constitute a violation of federal
or state securities laws.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Subscriber that:
a. The Company is duly incorporated, validly existing and in good
standing under the laws of its state of incorporation, with full
power and authority to conduct its business as it is currently
being conducted and to own its assets. The Company is duly
qualified to do business, and is in good standing as a foreign
corporation authorized to do business, in all jurisdictions in
which a failure to so qualify would have a material adverse
effect on the business condition (financial or otherwise),
earnings, properties, or results of operations of the Company,
and its subsidiaries, taken as a whole.
b. The Company has duly authorized the issuance and sale of the
Shares upon the terms of this Agreement by all requisite
corporate action.
c. The Shares have been duly authorized and, when issued and paid
for in accordance herewith, will be duly issued, fully paid and
nonassessable shares of the Company.
5. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. The Subscriber
hereby represents and warrants to and covenants with the Company and
to each officer, director and agent of the Company as follows:
a. General.
-------
i. The Subscriber has all requisite authority to enter into
this Agreement and to perform all the obligations required
to be performed by the Subscriber hereunder.
ii. The Subscriber is the sole party in interest and is not
acquiring the Shares as an agent or otherwise for any other
person.
iii. The Subscriber is a resident of the State of
____________________ .
b. Information Concerning the Company:
----------------------------------
i. The Subscriber is familiar with the business and financial
condition, properties, operations and prospects of the
Company, and, at a reasonable time prior to the execution of
this Agreement, has been afforded the opportunity to ask
questions of and receive satisfactory answers from the
Company's officers and directors, or other persons acting on
the Company's behalf, concerning the business and financial
condition, properties, operations and prospects of the
Company and concerning the terms and conditions of the
offering of the Shares and has asked such questions as he
desires to ask and all such questions have been answered to
the full satisfaction of the Subscriber.
ii. The Subscriber understands that the purchase of the Shares
involves various risks, including, among others, the
substantial risk that the Shares will become worthless due
to the failure of the Company in the future.
iii. No representations or warranties have been made to the
Subscriber by the Company as to the tax consequences of this
investment, or as to profits, losses or cash flow which may
be received or sustained as a result of this investment.
iv. All documents, records and books pertaining to a proposed
investment in the Shares which the Subscriber has requested
have been made available to the Subscriber.
c. Status of the Subscriber.
------------------------
The Subscriber is able to bear the economic risk of this
investment. The Subscriber has had the opportunity to consult
with the Subscriber's own attorney, accountant and/or purchaser
representative regarding the Subscriber's investment in the
Shares and their suitability for purchase by the Subscriber, and
to the extent necessary, the Subscriber has retained, at
Subscriber's own expense, and relied upon, appropriate
professional advice regarding the investment, tax and legal
merits, risks ad consequences of this Agreement and of purchasing
and owning the Shares.
d. Restrictions on Transfer or Sale of the Shares:
----------------------------------------------
i. The Subscriber is acquiring the Shares subscribed for solely
for the Subscriber's own beneficial account, for investment
purposes, and not with a view to or for resale in connection
with, any distribution of Shares. The Subscriber
understands that the offer and sale of the Shares has not
been registered under the Securities Act of 1933 (the
"Securities Act") or the securities laws of any state by
reason of specific exemptions under the provisions thereof
which depend in part upon the investment intent of the
Subscriber and of the other representations made by the
Subscriber in this Agreement. The Subscriber understands
that the Company is relying upon the representations,
covenants and agreements contained in this Agreement (and
any supplemental information) for the purpose of determining
whether this transaction meets the requirements for such
exemptions.
ii. The Subscriber understands that the Shares are "restricted
securities" under applicable federal securities laws and
that the Securities Act and the rules of the Securities and
Exchange Commission provide in substance that the Subscriber
may dispose of the Shares only pursuant to an effective
registration statement under the Securities Act or an
exemption therefrom, and the Subscriber understands that the
Company has no obligation or intention to register any of
the Shares purchased by the Subscriber thereunder or to take
action so as to permit sales pursuant to the Securities Act
(including Rule 144 thereunder). The Subscriber understands
that the Subscriber may not at any time demand the purchase
by the Company of the Subscriber's Shares.
iii. The Subscriber agrees: (A) that the Subscriber will not
sell, assign, pledge, give, transfer or otherwise dispose of
the Shares or any interest therein, or make any offer or
attempt to do any of the foregoing, except (i) pursuant to a
registration of the Shares under the Securities Act and all
applicable state securities laws or in a transaction which
is exempt from the registration provisions of the Securities
Act and all applicable state securities laws, and (ii) in
accordance with the stock transfer restrictions described in
Section 6 hereof; (B) that the Company and any transfer
agent for the Shares shall not be required to give effect to
any purported transfer of any of the Shares except upon
compliance with the foregoing restrictions; and (C) that
legends in substantially the following form will be placed
on the certificates representing the Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN
WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND
REGULATIONS THEREUNDER AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER SUCH
SHARES EXCEPT UPON RECEIPT OF A FAVORABLE OPINION OF ITS
COUNSEL AND/OR EVIDENCE SATISFACTORY TO THE COMPANY THAT THE
REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH
OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH
TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES
LAWS.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RIGHT OF FIRST REFUSAL GRANTED TO THE COMPANY IN THE BYLAWS
OF THE COMPANY. A COPY OF SUCH BYLAW PROVISIONS WILL BE
FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE UPON WRITTEN REQUEST MADE TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS OR ITS REGISTERED OFFICE.
iv. The Subscriber has not offered or sold any portion of the
subscribed for Shares and has no present intention of
dividing such Shares with others or of reselling or
otherwise disposing of any portion of such Shares either
currently or after the passage of a fixed or determinable
period of time or upon the occurrence or nonoccurrence of
any predetermined event or circumstance.
6. ADOPTION OF STOCK TRANSFER RESTRICTIONS. The Subscriber, by execution
hereof, does hereby adopt, accept and agree to be bound by the terms
and provisions of the stock transfer restrictions contained in the
bylaws of the Company, a copy of which bylaws have been reviewed by
the Subscriber.
7. NOTICES. All notices and other communications provided for herein
shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid:
a. To the Company at the following address:
FieldPoint Petroleum Corporation
P.O. Box 200685
Austin, TX 78720
b. To the Subscriber at the following address:
J. Kelly Latz
2000 San Jacinto Center
98 San Jacinto Boulevard
Austin, TX 78701-4286
8. ASSIGNABILITY; AMENDMENT. This Agreement is not assignable by the
Subscriber, and may not be modified, waived or terminated except by an
instrument in writing signed by the party against whom enforcement of
such modification, waiver or termination is sought.
9. BINDING EFFECT. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal
representatives and assigns, and the agreements, representations,
warrantee and acknowledgments contained herein shall be deemed to be
made by and be binding upon such heirs, executors, administrators,
successors, legal representatives and assigns.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Subscriber and the Company relating to the matters contained
herein, superseding all prior contract or agreements, whether oral or
written.
11. GOVERNING LAW. This Agreement shall be governed and controlled as to
validity, enforcement, interpretation, construction and effect and in
all other aspects by the substantive laws of the State of Texas,
without reference to conflicts of laws principles. Venue for all
purposes hereunder shall be Travis County, Texas.
12. SEVERABILITY. If any provisions of this Agreement or the application
thereof to any Subscriber or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the
applicability of such provision to other subscriptions or
circumstances shall not be affected thereby and shall be enforced to
the greatest extent permitted by law.
13. HEADINGS. The headings in this Agreement are inserted for convenience
and identification only and are not intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or any
provision hereof.
IN WITNESS WHEREOF, the undersigned Subscriber has executed this Agreement
as of the date and year first above written.
THE COMPANY:
FIELDPOINT PETROLEUM CORPORATION
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
SUBSCRIBER:
-----------------------------------
Name: J. Kelly Latz
Number of Shares Subscribed: ______
<PAGE>
EXHIBIT B
REPRESENTATIONS AND WARRANTIES STATEMENT
----------------------------------------
By his execution below, the undersigned specifically warrants and
represents to FieldPoint Petroleum Incorporated ("Company") that:
1. The undersigned recognizes, acknowledges, and agrees that
__________shares (the "Shares") of the Common Stock of the Company to
be acquired by the undersigned pursuant to a Stock Option Agreement
with the Company shall be subject to the terms and provisions of the
stock transfer restrictions contained in the Bylaws of the Company and
that a s a condition precedent to the issuance by the Company of the
Shares, the undersigned does hereby ratify, agree to be bound by, and
acknowledge that the Shares are subject to the Bylaws and that the
undersigned has received and read a copy of the Bylaws and fully
understands the meaning and effect of the same.
2. The Shares are being or will be purchased by the undersigned for
investment only, for his own account, and not with a view to the offer,
resale, or redistribution thereof.
3. The undersigned is not and will not be participating, directly or
indirectly, in an underwriting of any of the Shares, and the
undersigned will not take, or cause to be taken, any action that would
cause him to be deemed to be an underwriter of the Shares, as that term
is defined in applicable provisions of the Securities Act of 1933, as
amended, and the regulations promulgated pursuant to that Act.
4. The undersigned has had an opportunity to ask questions of, and receive
answers from, the management of the Company and persons acting on
behalf of the Company, concerning the terms and conditions of this
investment, and all such questions have been answered to the full
satisfaction of the undersigned. The undersigned has had an
opportunity to make a prudent and full inquiry into the business and
financial affairs of the Company.
5. The undersigned is able to bear the economic risk of an investment in
the Shares, and has sufficient net worth to sustain a loss of the
entire investment without material economic hardship if such a loss
should occur.
6. The undersigned is aware that an investment in the Shares is
speculative and involves a high degree of risk of loss by the
undersigned of his entire investment in the Shares. The undersigned is
capable of bearing such economic risks.
7. The financial condition of the undersigned is such that he is under no
present or contemplated future need to dispose of any portion of the
Shares to satisfy any existing or contemplated undertaking, need, or
indebtedness. The undersigned understands that the nature of the
investment is such that the undersigned will probably not be able to
sell the Shares for a long period of time, and no one has represented
to the undersigned that the undersigned will be able to sell the Shares
or otherwise realize any return on his investment within any given
period of time. In particular, the undersigned acknowledges that the
Shares will have no market in the foreseeable future. No assurances
have been made to the undersigned regarding any economic gain which may
inure to the undersigned by reason of ownership of the Shares.
8. By reason of the undersigned's knowledge and experience in financial
and business matters in general, and investments in particular, he is
capable of evaluating the merits and risks of an investment by him in
the Shares.
9. The undersigned recognizes that the Shares have not and will not have
been registered under the Securities Act of 1933, as amended, nor under
the securities laws of any state. The undersigned agrees not to sell
the Shares without registering them under the Securities Act of 1933
and any applicable state securities laws unless exemptions from such
registration requirements are available with respect to any such sales,
and agrees that a legend may be placed on his stock certificates to
such effect.
10.The undersigned acknowledges that his ability to sell, transfer,
convey, pledge or hypothecate the Shares shall be subject to the
terms of the Bylaws of the Company to be ratified and confirmed by
the undersigned contemporaneously with his execution hereof.
The undersigned understands that these representations and warranties are
being or will be relied upon by the Company in issuing the Shares to the
undersigned.
Executed on ____________________.
-----------------------------------
J. Kelly Latz
<PAGE>
July 31, 1998
Fieldpoint Petroleum Corporation
1703 Edelweiss Drive
Cedar Park, Texas 78613
Re: S.E.C. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Fieldpoint Petroleum Corporation (the
"Company") in connection with a Registration Statement to be filed with the
United Stated Securities and Exchange Commission, Washington, D.C., pursuant
to the Securities Act of 1933, as amended, covering the registration of an
aggregate of 655,000 shares of the Company's $.01 par value common stock (the
"Common Stock") which may be issued to Ray D. Reaves, Robert A. Manogue, Roger
D. Bryant and Frank Bracken pursuant to Director Stock Option Agreements, to
Barry Gross pursuant to a Consultant Stock Option Agreement and to J. Kelly
Latz pursuant to an Executive Officer Stock Option Agreement.
In connection with such representation of the Company, we have examined
such corporate records, and have made such inquiry of government officials and
Company officials and have made such examination of the law as we deemed
appropriate in connection with delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.
2. The Company's authorized capital consists of Seventy-five Million
(75,000,000) shares of Common Stock having a par value of one cent ($.01)
each.
3. The 655,000 shares of the Company's common stock proposed to be
issued pursuant to the Stock Option Agreements (the "Agreements") shall upon
the exercise of such Options, as more fully described in the Registration
Statement, be duly and validly authorized, legally issued, fully paid and
nonassessable.
Sincerely,
Clifford L. Neuman
CLN:ms
<PAGE>
July 31, 1998
Fieldpoint Petroleum Corporation
1703 Edelweiss Drive
Cedar Park, Texas 78613
Re: S.E.C. Registration Statement on Form S-8
Ladies and Gentlemen:
We hereby consent to the inclusion of our opinion regarding the legality
of the securities being registered by the Registration Statement to be filed
with the United Stated Securities and Exchange Commission, Washington, D.C.,
pursuant to the Securities Act of 1933, as amended, by Fieldpoint Petroleum
Corporation, a Colorado corporation, in connection with its offering of up to
655,000 shares of its common stock pursuant to the Stock Option Agreements, as
proposed and more fully described in such Registration Statement.
We further consent to the reference in such Registration Statement to our
having given such opinions.
Sincerely,
Clifford L. Neuman
CLN:ms
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
------------------------------
We consent to the use in the Form S-8 Registration Statement and Prospectus of
Fieldpoint Petroleum Corporation ("The Company") of our report dated January
17, 1998 accompanying the consolidated financial statements of The Company
contained in such Registration Statement, and to the use of our name and the
statements with respect to us, as appearing under the heading "Experts" in the
Prospectus.
HEIN + ASSOCIATES LLP
Certified Public Accountants
July 31, 1998
Dallas, Texas
