<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1999
Reg. No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIELDPOINT PETROLEUM CORPORATION
--------------------------------
(Exact name of issuer as specified in its charter)
COLORADO 84-0811034
- ------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1703 Edelweiss Drive, Cedar Park, Texas 78613
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
CONSULTATION AGREEMENT
----------------------------------
(Full title of the plans)
Ray D. Reaves
1703 Edelweiss Drive
Cedar Park, Texas 78613
-------------------------------------
(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
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Amount
Title of Maximum Aggregate of Regis-
Securities to be Amount to be Offering Price Offering tration
Registered Registered Per Share(1) Price(1) Fee
- ---------------- ------------- ------------ --------- --------
<S> <C> <C> <C> <C>
Common Stock 35,000 shares $1.28 $44,800 $100.00
$.01 par value
-------- --------
Total $44,800 $100.00
</TABLE>
(1) Pursuant to Rule 457(c), the maximum offering price was calculated based
upon the average bid and asked prices for the common stock on the over-
the-counter market.
<PAGE>
<PAGE>
FIELDPOINT PETROLEUM CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number and Caption Caption in Prospectus
-------------------------------- ---------------------
1. Forepart of Registration Statement and Facing Page of Registration
Statement and Outside Front Cover Page Cover Page of Prospectus
of Prospectus
2. Inside Front and Outside Back Cover Inside Cover Page of
Pages of Prospectus Prospectus and Outside
Cover Page of Prospectus
3. Summary Information, Risk Factors and Not Applicable
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Securityholder
8. Description of Securities to be Description of Securities
Registered
9. Interests of Named Experts and Counsel Interests of Named Experts
and Counsel
10. Material Changes Not Applicable
11. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
12. Disclosure of Commission Position Indemnification
on Indemnification for Securities
Act Liabilities
<PAGE>
<PAGE>
PROSPECTUS
FIELDPOINT PETROLEUM CORPORATION
35,000 Shares of Common Stock
($.01 par value)
TO BE ISSUED PURSUANT TO CONTRACT FOR SERVICES AGREEMENT
This Prospectus is part of a Registration Statement which registers an
aggregate of 35,000 shares of Common Stock, $.01 par value ("Common Stock") of
FieldPoint Petroleum Corporation, (the "Company") which may be issued, as set
forth herein, to Strategic Financial Services, Ltd., a consultant of the
Company, ("Shareholder") pursuant to a Contract for Services Agreement (the
"Agreement"). The Company has been advised by the Shareholder that it 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
Shareholder 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 Shareholder 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
Shareholder, 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 _________________, 1999.
<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 35,000 shares of the
Company's Common Stock, to be issued by the Company pursuant to a written
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, 1998, as filed with the Commission on April 14,
1999;
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999, as filed with the Commission on April 30,
1999;
3. The Company's Report on Form 8-K as filed with the Commission on
May 14, 1999.
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>
DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 75,000,000 shares of $.01 par
value Common Stock. As of April 30, 1999, 5,166,959 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, 1998 and for
each of the two years ended December 31, 1998 included in the Company's annual
report on Form 10-KSB for the year ended December 31, 1998, 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, 1998, as filed with the Commission on April 14,
1999;
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999, as filed with the Commission on April 30,
1999;
3. The Company's Report on Form 8-K as filed with the Commission on
May 14, 1999.
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 reasonably 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.
-------------------------
<PAGE>
<PAGE>
Item 8. Exhibits.
- ------- -------------------------
Exhibit Description
------- -----------
2.0 Contract for Services Agreement
5.0 Opinion of Neuman, Drennen & Stone, LLC relating to the
issuance of shares of Common Stock granted to a consultant
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 Cedar Park, State of Texas on the 4th day of
June, 1999.
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 FieldPoint Petroleum Corporation and on the dates indicated.
Signature Position Date
--------- -------- ----
/s/ Ray D. Reaves President, Chairman, 6/4/99
- ----------------------------- Chief Executive Officer,
Ray D. Reaves Chief Financial Officer
/s/ Roger D. Bryant Director 6/4/99
- -----------------------------
Roger D. Bryant
/s/ Robert A. Manogue Director 6/4/99
- -----------------------------
Robert A. Manogue
<PAGE>
CONTRACT FOR SERVICES AGREEMENT
THIS AGREEMENT is entered into between FieldPoint Petroleum Corporation,
a Colorado corporation ("the Company"), and Strategic Financial Services,
Ltd., a West Indies corporation ("the Consultant").
1. The Company hereby contracts with the Consultant and the Consultant
hereby accepts such contract and agrees to perform the services and duties
specified herein upon the terms and conditions hereinafter set forth.
2. The initial term of this Agreement shall commence effective as of
April 1, 1999 and conclude on July 31, 1999 and will be renewable from month
to month thereafter upon such terms and conditions as may be agreed upon by
the parties hereto; provided, however, that this Agreement may be sooner
terminated as hereinafter set forth. In the event that both parties have a
desire to renew this Agreement, such parties shall, beginning on the date
thirty (30) days prior to the end of the term, make every effort to negotiate
the specific terms and conditions of the contract for the subsequent period.
3. The Consultant shall provide consulting services to the Company,
including but not limited to, preparing research reports relating to the oil
and gas industry, identifying and introducing representatives of the Company
to acquisition targets, energy industry analysts, and services related to the
Company attending energy conferences.
4. For services rendered by the Consultant during the initial term of
this Agreement, the Company agrees to issue to the Consultant an aggregate
amount of Thirty Five Thousand (35,000) shares of common stock of the Company
in four equal installments of Eight Thousand Seven Hundred Fifty (8,750)
shares of common stock of the Company; one such installment to be issued on
the last day of each month during the initial term of this Agreement.
5. In the event of the Consultant's failure to observe or perform any
of the provisions of this Agreement or the duties and responsibilities as
described herein, or in the event of misconduct by the Consultant which
substantially damages its utility to the Company for the work it performs, the
Company may terminate this Agreement.
6. The Consultant during the term of this Agreement may have access to
and become familiar with certain confidential information of the Company and
other information and records of the Company. The Consultant recognizes and
acknowledges that such information and records constitute valuable, special,
and unique property of the Company. The Consultant agrees that it will not,
during or after the term of this Agreement, disclose any of such information
and records to any person or firm, corporation, association, or other entity
for any reason or purpose whatsoever in any way. The Consultant further
agrees that all files, records, documents, and similar items relating to the
business of the Company, whether prepared by the Consultant or otherwise
coming into its possession, shall remain the exclusive property of the
Company. In the event of a breach or threatened breach by the Consultant of
the provisions of this Paragraph 6, the Company shall be entitled to an
injunction restraining the Consultant from disclosing, in whole or in part,
such information or records. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies available to it for such breach
or threatened breach, including the recovery of damages from the Consultant.
7. The Consultant shall be an independent contractor and not an
employee of the Company under this Agreement. The Company will neither direct
nor control the work and services of the Consultant pursuant to this
Agreement. It is accordingly recognized and acknowledged by the Company and
the Consultant that the Consultant is not entitled to and is being afforded no
employment or employee benefits whatsoever by the Company under this Agreement
and the services arrangement provided hereunder. With respect to employment
benefits, the Consultant prefers to be an independent contractor and it shall
be solely responsible for its own employment benefits. The Consultant also
agrees to maintain adequate insurance to cover any claims arising out of the
performance of its services under this Agreement. The Consultant hereby
further indemnifies, holds harmless, and agrees to protect the Company from
any and all claims, losses, damages, causes of action, suits, and liability of
every kind, including all expenses of litigation, court costs, and attorneys'
fees, for injury, loss, or damage arising out of or in connection with the
work done or services performed by the Consultant or its agents or employees
under this Agreement. Such indemnity shall apply where such injury, loss, or
damage is caused in whole or in part from the negligence of the Company or its
agents or employees. The Consultant further recognizes and acknowledges that
all compensation paid under this Agreement to it is to be paid without
reduction for any Federal and/or state income, employment, or other taxes, it
being the sole responsibility of the Consultant to make provisions for taxes
as are required by law and the Consultant hereby indemnifies, holds harmless,
and agrees to protect the Company from any claims related to such taxes.
8. This Agreement supersedes any and all other agreements, either oral
or written, between the parties hereto with respect to the contract for
services hereunder and contains all of the covenants and agreements between
the parties with respect to such contract for services in every manner
whatsoever. No variations, modifications, amendments, or changes hereof shall
be binding on either party hereto unless set forth in a written document
executed by both parties.
9. Neither this Agreement nor any duties or obligations hereunder shall
be assignable by the Consultant without the prior written consent of the
Company. Subject to the foregoing sentence, this Agreement shall inure to the
benefit of and be binding on the representatives, successors, and assigns of
the respective parties.
10. If any action or proceeding at law or in equity is brought to
enforce or interpret any provision of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and other costs incurred in
connection with such action or proceeding in addition to any other relief to
which it may be entitled.
11. The waiver of any breach of any term or condition of this Agreement
shall not be deemed to constitute the waiver of any other breach of the same
or any other term or condition. In the event that any provision of this
Agreement is found to be unenforceable or invalid, such provision shall be
severable from this Agreement and shall not affect the enforceability or
validity of any other provision contained in this Agreement.
12. This Agreement shall be subject to, governed by, and construed in
accordance with the laws of the State of Texas and venue shall be in Travis
County, Texas.
FIELDPOINT PETROLEUM CORPORATION
By:
------------------------------
Ray D. Reaves, its President
STRATEGIC FINANCIAL SERVICES, LTD.
By:
------------------------------
Debra Barnes
By:
------------------------------
Dale Fitzhenry
By:
------------------------------
Gillian Hobson
<PAGE>
NEUMAN, DRENNEN & STONE, LLC
Attorneys at Law
TEMPLE-BOWRON HOUSE
1507 PINE STREET
BOULDER, COLORADO 80302
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
June 4, 1999
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
35,000 shares of its common stock pursuant to the Contract for Services
Agreement, 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:gg
<PAGE>
NEUMAN, DRENNEN & STONE, LLC
Attorneys at Law
TEMPLE-BOWRON HOUSE
1507 PINE STREET
BOULDER, COLORADO 80302
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
June 4, 1999
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 35,000 shares of the Company's $.01 par value common stock (the
"Common Stock") which may be issued to Strategic Financial Services, Ltd.
pursuant to a Contract for Services Agreement.
In connection with such representation of the Company, we have examined
such corporate records, and have made such inquiry of government officials and
Company officials and have made such examination of the law as we deemed
appropriate in connection with delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.
2. The Company's authorized capital consists of Seventy-five Million
(75,000,000) shares of Common Stock having a par value of one cent ($.01)
each.
3. The 35,000 shares of the Company's common stock proposed to be
issued pursuant to the Contract for Services Agreement shall be duly and
validly authorized, legally issued, fully paid and nonassessable.
Sincerely,
Clifford L. Neuman
CLN:gg
<PAGE>
HEIN + ASSOCIATES, LLP
12770 COIT ROAD, SUITE 1150
DALLAS, TEXAS 75251
(972) 458-2296 (telephone) (972) 788-4943 (facsimile)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Form S-8 Registration
Statement and Prospectus of FieldPoint Petroleum Corporation ("The Company")
of our report dated January 20, 1999 accompanying the consolidated financial
statements of The Company also incorporated by reference 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
June 4, 1999
Dallas, Texas
