As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TYREX OIL COMPANY
(Exact name of registrant as specified in its charter)
WYOMING 83-0245581
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 NORTH OVERLAND TRAIL, SUITE 101
P.O. BOX 2459
CASPER, WYOMING 82602
(307) 234-4260
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ONE CAPITAL CORPORATION AND TRANSACTION ADVISORY AGREEMENT, AS AMENDED
(Full titles of the plans)
Copies of communications to:
Tom N. Richardson, President Reid A. Godbolt, Esq.
777 North Overland Trail Jones & Keller, P.C.
Suite 101 1625 Broadway, Suite 1600
Casper, Wyoming 82602 Denver, Colorado 80202
(307) 234-4260 (303) 573-1600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Amount to Proposed Proposed Amount of
Title of each class of be registered maximum maximum registration
securities to be offering price aggregate fee(1)
registered per share offering price(1)
<S> <C> <C> <C> <C>
Common Stock, par value 400,000 $.255 $102,000 $100
$0.01 per share
TOTAL 400,000 $102,000 $100
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended,
based on the prices at which the options may be exercised.
</TABLE>
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the One Capital Corporation Corporate and
Transaction Advisory Agreement, As Amended, information required by Item 1 of
Form S-8 will be sent or given to persons as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.
<PAGE>
PROSPECTUS DATED OCTOBER 18, 1996
TYREX OIL COMPANY
Common Stock, $.01 par value
400,000 shares
This Prospectus relates to the offering of 400,000 shares (the "Shares")
of Common Stock, $.01 par value ("Common Stock") of Tyrex Oil Company (the
"Company") by one selling stockholder (the "Selling Stockholder"). The Common
Stock to which this Prospectus relates may be issued to the Selling Stockholder
pursuant to the One Capital Corporation Corporate and Transaction Advisory
Agreement, As Amended (the "Plan"). Under the Plan, options to purchase 400,000
shares have been granted to One Capital Corporation. The Selling Stockholder
may offer to sell the Common Stock covered by this Prospectus from time to time
at prices and upon terms then obtainable in (i) ordinary brokers' transactions,
(ii) block transactions in accordance with the rules of the Nasdaq SmallCap
Market, (iii) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus, or (iv) a
combination of any such methods of sale in each case at market prices. See
"Plan of Distribution." The Selling Stockholder and any broker-dealers who
participate in sales of Common Stock covered by this Prospectus may be deemed to
be statutory underwriters within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). Commissions paid or discounts or concessions
allowed to any such broker-dealers by any person, any profits received from
reselling the Common Stock covered by this Prospectus if any such broker-dealers
purchase any such Common Stock as a principal, may be deemed to be underwriting
discounts and commissions under the Securities Act. The Selling Stockholder or
purchasers of Common Stock will pay all discounts, commissions, and fees
incurred in selling Common Stock covered by this Prospectus, except that the
Company will bear all expenses incident to the registration and qualification of
the Shares under the Securities Act of 1933, as amended, and state securities
laws, on behalf of the Selling Stockholder. The Company will receive no
proceeds from sales by the Selling Stockholder. See "Use of Proceeds."
The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
TYRX. On October 14, 1996, the last reported sale price of the Common Stock on
the Nasdaq SmallCap Market was $.22 per share.
THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED BY
INVESTORS. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER WILL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE COMPANY'S AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3
THE COMPANY 4
RISK FACTORS 5
USE OF PROCEEDS 7
SELLING STOCKHOLDER 8
PLAN OF DISTRIBUTION 8
DESCRIPTION OF COMMON STOCK 8
LEGAL MATTERS 8
EXPERTS 8
<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 periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission" or "SEC"). Such
reports and other information concerning the Company may be inspected and copies
may be obtained at the Commission's Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C., as well as the following regional offices: 75 Park
Place, 14th Floor, New York, New York and 500 West Madison Street, Suite 1400,
Chicago, Illinois. The Company has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the securities offered pursuant to this Prospectus. For further information,
reference is made to the Registration Statement and the exhibits thereto, which
are available for inspection at no fee at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. Copies
of the foregoing material can also be obtained at prescribed rates from the
Public Reference Section of the Commission. The Company's Common Stock is also
listed on the Nasdaq SmallCap Market, and in accordance therewith, the Company
files periodic reports, proxy statements and other information with the Nasdaq
SmallCap Market. Also, the Commission maintains a worldwide website that
contains such materials of the Company at "http://www.sec.gov."
The Company furnishes to its stockholders annual reports containing
financial statements audited by its independent accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
1. Annual Report on Form 10-KSB for the Year Ended June 30, 1996; and
2. Registration Statement on Form 8-A dated September 5, 1980.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents (such documents, and the documents enumerated above, being
hereafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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 Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests
shall be directed to Tyrex Oil Company, 777 North Overland Trail, Suite 101,
Casper, Wyoming 82602, Attention: Tom N. Richardson, President (telephone number
(307) 234-4260). The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be read together with
the information contained in the Incorporated Documents.
<PAGE>
THE COMPANY
Tyrex Oil Company (the "Company") was incorporated under Wyoming law on
November 8, 1979 for the purpose of acquiring whole or partial interests in oil
and gas leases, farming out all or a part of its interest in such leases to
others in the oil and gas industry and engaging in oil and gas exploration and
drilling activities. The Company also purchases interests in producing oil and
gas properties from time to time. The Company presently owns oil and gas
interests in several states.
The Company was organized as a Wyoming corporation in November, 1979.
The Company's executive offices are located at 777 North Overland Trail, P.O.
Box 2459, Casper, Wyoming 82602, and its telephone number is 307-234-4260.
<PAGE>
RISK FACTORS
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK, SHOULD BE
CONSIDERED SPECULATIVE AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD A
COMPLETE LOSS OF THEIR INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISK FACTORS WITH RESPECT TO THE COMPANY. THE HEADINGS
ARE NOT INTENDED TO DESCRIBE FULLY THE RISKS, BUT ARE INTENDED TO ALERT READERS
TO THE GENERAL SUBJECT MATTERS OF THE RISKS DESCRIBED.
General Industry Considerations
~ Volatility~of~Oil~and~Gas~Prices~and~Markets.~~The Company's revenues and
earnings are determined, to a large degree, by prevailing prices for oil and
gas. Historically, oil and gas prices and markets have been volatile and are
likely to continue to be volatile. Prices for oil and gas are subject to wide
fluctuations in response to relatively minor changes in supply of and demand for
oil and gas, market uncertainty and numerous additional factors that are beyond
the control of the Company.
~Drilling~and~Operating~Risks.~~~The Company's oil and gas operations are
subject to all of the risks and hazards typically associated with drilling for,
and production and transportation of, oil and gas. These risks include the
necessity of spending large amounts of money for identification and acquisition
of properties and for drilling and completion of wells. In the drilling of
exploratory or development wells, failures and losses may occur before any
deposits of oil or gas are found. The presence of unanticipated pressure or
irregularities in formations, blow-outs or accidents may cause such activity to
be unsuccessful, resulting in a loss of the Company's investment in such
activity. If oil or gas is encountered, there can be no assurance that it can
be produced in economic quantities sufficient to justify the cost of continuing
such operations or that it can be marketed satisfactorily.
~Operating~Hazards~and~Uninsured~Risks.~~~The oil and gas business involves
a variety of operating risks, including fire, explosion, pipe failure, casing
collapse, abnormally pressured formations, and environmental hazards such as oil
spills, gas leaks, and discharges of toxic gases. The occurrence of any of
these events with respect to any property operated or owned (in whole or in
part) by the Company could have a material adverse impact on the Company. The
Company and the operators of its properties maintain insurance in accordance
with customary industry practices and in amounts that management believes to be
reasonable. However, insurance coverage is not always economically feasible and
is not obtained to cover all types of operational risks. The occurrence of a
significant event that is not fully insured could have a material adverse effect
on the Company's financial condition.
~Competition.~~~The oil and gas industry is highly competitive. The
Company competes in the areas of leasehold acquisitions, developed property
acquisitions and the development and production of oil and gas with major oil
companies and other independent oil and gas concerns, as well as with individual
producers and operators. Many of these competitors have substantially greater
financial and other resources than the Company.
~Environmental~and~Other~Governmental~Regulation.~~~Oil and gas operations
are subject to various federal, state and local governmental regulations. The
production, handling, transportation and disposal of oil and gas and their
by-products are subject to regulation under federal, state and local
environmental laws. To date, the Company has not been required to expend
significant resources in order to satisfy applicable environmental laws and
regulations. However, compliance costs under existing legal requirements and
under any new requirements that might be enacted could become material.
Additional matters subject to governmental regulation include discharge permits
for drilling operations, performance bonds, reports concerning operations, the
spacing of wells, unitization and pooling of properties and taxation. From time
to time, regulatory agencies have imposed price controls and limitations on
production by restricting the rate of flow of oil and gas wells below actual
production capacity in order to conserve supplies of oil and gas.
<PAGE>
Specific Company Considerations
~ Lack~of~Capital~. The Company has limited financial resources and may have
to obtain third-party financing in order to expand operations beyond its day to
day activities. In order to raise capital, the Company may be forced to sell or
encumber some or all of its properties. The Company must rely on its ability to
obtain funds from public or private financing or to enter into joint ventures or
partnerships, the success of which cannot be assured. Moreover, if the Company
encounters difficulty in obtaining additional financing, unfavorable
arrangements might have to be made which could reduce existing shareholders'
interests. The Company can give no assurance that financing, of any type, can
be obtained.
~No~Dividends~. Management intends to use earnings, if any, to finance the
growth of the Company's business. Accordingly, while payment of dividends rests
within the discretion of the Board of Directors, no dividends have been declared
or paid by the Company and it does not intend to pay dividends. There can be no
assurance that dividends will ever be paid.
~Trading~Market~. Presently, the Company's common stock trades on the
Nasdaq SmallCap market under the symbol "TYRX." This market is characterized by
small issuers and a lack of significant, orderly trading volumes; thus, the
Company's common stock may be subject to volatile fluctuations and thin trading
which can adversely effect the market liquidity of the common stock.
~Uncertainty~of~Estimates~of~Reserves~and~Future~Net~Revenues.~~~Materials
incorporated by reference in this Prospectus may contain estimates of the
Company's oil and gas reserves and the discounted future net revenues from those
reserves, as prepared by the Company. There are numerous uncertainties inherent
in estimating quantities of proved oil and gas reserves, including many factors
beyond the control of the Company. Those estimates are based on several
assumptions that the Securities and Exchange Commission requires oil and gas
companies to use, including, for example, constant oil and gas prices. Such
estimates are inherently imprecise indications of future net revenues. Actual
future production, revenues, taxes, operating expenses, development expenditures
and quantities of recoverable oil and gas reserves might vary substantially from
those assumed in the estimates. Any significant variance in these assumptions
could materially affect the estimated quantity and value of reserves. In
addition, the Company's reserves might be subject to revision based upon future
production, results of future exploitation and development, prevailing oil and
gas prices and other factors.
~Acquisition~Risks.~~~From time to time the Company purchases domestic
producing oil and gas properties. Although the Company performs a review of all
potential property acquisitions that it believes is consistent with industry
practices, such reviews are inherently incomplete. It generally is not feasible
to review in depth every property involved in each acquisition. Ordinarily, the
Company focuses its due diligence efforts on the higher valued properties and
will sample the remainder. However, even an in-depth review of all properties
and records will not necessarily reveal existing or potential problems, nor will
it permit a buyer to become sufficiently familiar with the properties to assess
fully their deficiencies and capabilities. Inspections will not always be
performed on every well, and operational and environmental problems are not
necessarily observable even when an inspection is undertaken.
~Dependence~Upon~Key~Management~. The operations of the Company are
substantially dependent upon Tom N. Richardson, the Company's President, Chief
Executive and Financial Officer and Director. Mr. Richardson and the other
executive officers of the Company serve at the discretion of the Board of
Directors and have been appointed as officers until their resignation, removal
or death. The Company does not have key man life insurance on Mr.
Richardson. The loss of Mr. Richardson's services to the Company could have
a material adverse impact on the Company.
<PAGE>
USE OF PROCEEDS
Since this Prospectus relates to the offering of shares by the Selling
Stockholder, the Company will not receive any of the proceeds from the sale of
the securities offered hereby.
<PAGE>
SELLING STOCKHOLDER
The stockholder whose shares of Common Stock are covered by this Prospectus
("Selling Stockholder") are listed below. The Company has set aside 400,000
shares of Common Stock for issuance under the Plan. Options to purchase 400,000
shares have been granted to the Selling Stockholder.
The following table sets forth (a) the name and the nature of any position,
office or other material relationship with the Company within the past three
years of the Selling Stockholder and (b) the number of shares owned or which may
be purchased by the Selling Stockholder, the number of shares being offered for
sale by the Selling Stockholder and the number of shares to be owned by the
Selling Stockholder after the offering of the shares, assuming the sale of all
shares offered by the Selling Stockholder.
Beneficial Beneficial
Ownership Number of Ownership After
Before Offering Securities Offering (1)
Name (Number) (%) Offered (Number) (%)
- ----------- ------- -- ------- ------- --
One Capital Corporation 400,000 3.5 400,000 -- --
(1) Assumes the sale of all shares offered hereby by the Selling Stockholder.
PLAN OF DISTRIBUTION
The shares offered hereby on behalf of the Selling Stockholder are to be
sold from time to time by means of (i) ordinary brokers' transactions, (ii)
block transactions in accordance with the rules of the Nasdaq SmallCap Market,
(iii) purchases by a broker or dealer as principal and resales by such broker or
dealer for its account pursuant to this Prospectus, or (iv) a combination of any
such methods of sale in each case at market prices. In connection therewith,
distributors' or sellers' commissions may be paid or allowed which will not
exceed those customary in the types of transactions involved. Commissions may
also be received from purchasers for whom brokers or dealers act as agents.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales.
DESCRIPTION OF COMMON STOCK
The description of the Company's common stock is incorporated herein by
reference from the Company's Registration Statement on Form 8-A dated September
5, 1980.
LEGAL MATTERS
The legality of the common stock offered hereby is being passed upon by
Jones & Keller, P.C., Denver, Colorado.
EXPERTS
The consolidated financial statements of Tyrex Oil Company as of June 30,
1996 and for each of the three years ended June 30, 1996, incorporated in the
Prospectus by reference from the Company's Annual Report on Form 10-K, have been
audited by Hocker, Lovelett, Hargens & Yennie, P.C., independent auditors, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
1. Tyrex Oil Company (the "Company") hereby incorporates by reference
into this registration statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
a. the Company's Annual Report on Form 10-K for the Year Ended June 30,
1996;
b. the Company's Registration Statement on Form 8-A dated September 5,
1980; and
c. all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), subsequent to the date of this
Registration Statement shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of the filing of such
documents until such time as there shall have been filed a post-
effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities remaining unsold at
the time of such amendment.
2. The Corporation will provide without charge to each person to whom a
copy of the Prospectus has been delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated in the Prospectus by reference, other than exhibits
to such documents, and any or all other documents required to be delivered to
employees of the Corporation pursuant to Rule 428(b) under the Securities Act.
Written requests or requests by telephone for such copies, or additional
information about the Plan and its administrators, should be directed to Tom N.
Richardson, President, Tyrex Oil Company, 777 North Overland Trail, Suite 101,
Casper, Wyoming 82602, (307) 234-4260.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Sections 17-16-851 and 17-16-856 of the Wyoming Business
Corporation Act, the Corporation has broad powers to indemnify its directors and
officers against liabilities they may incur in such capacities. The
Corporation's articles of incorporation require the Corporation to indemnify
each director and each officer, his or her heirs, executors, and administrators
against expenses reasonably incurred for liabilities incurred by him or her in
connection with such action, suit or proceeding to which he or she may be made a
party by reason of him or her being or having been a director or officer of the
Corporation, except in relation to matters as to which he or she shall finally
be adjudged in such action, suit or proceeding to be liable for fraud or
misconduct. In the event of a settlement before or after action or suit,
indemnification shall be provided only in connection with such matters covered
by the settlement as to which the Corporation is advised by counsel that the
person to be indemnified was not guilty of such fraud or misconduct. Any right
of indemnification set forth in the articles of incorporation do not exclude
other rights to which a person indemnified may be entitled.
<PAGE>
The Corporation does not have a policy to provide its directors and
officers liability insurance which insures directors and officers of the
Corporation under certain circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed as a part of this registration
statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. See the Index to Exhibits
included with the exhibits filed as a part of this report.
Exhibit Description
- ---------- -----------
4.1 Articles of Incorporation, as Amended (1).
4.2 Bylaws (1).
4.3 One Capital Corporation Corporate and Transaction
Advisory Agreement, As Amended, and Stock Option
Agreement, filed herewith.
5.1 Opinion of Jones & Keller, P.C., filed herewith.
23.1 Consent of Jones & Keller, P.C. (included in their opinion filed
as Exhibit 5.1 above).
23.2 Consent of Hocker, Lovelett, Hargens & Yennie, P.C., filed
herewith.
25.1 Power of Attorney (see signature page of this Registration
Statement).
(1) These documents are previously filed documents incorporated herein by
reference to the Company's Registration Statement on Form S-2 (File No. 2-
68269).
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this 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;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and authorized the Registration Statement
to be signed on its behalf by the undersigned in the City of Casper, State of
Wyoming, on October 18, 1996.
TYREX OIL COMPANY
By /s/ Tom N. Richardson
------------------------------------------------
Tom N. Richardson, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Tom N. Richardson, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
pre-effective and post-effective amendments to this Registration Statement on
Form S-8, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
Signature Title Date
- --------- ----- -----
/s/ John D. Traut Chairman of the Board October 18, 1996
- -------------------------------
John D. Traut
/s/ Tom N. Richardson President, Chief Executive October 18, 1996
- -------------------------------
Tom N. Richardson and Chief Financial Officer
and Director
/s/ William P. Gruman Director October 18, 1996
- -------------------------------
William P. Gruman
/s/ Doris K. Backus Secretary/Treasurer and October 18, 1996
- -------------------------------
Doris K. Backus Director
/s/ Morris R. Massey Director October 18, 1996
- -------------------------------
Morris R. Massey
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.3 One Capital Corporation Corporate and Transaction
Advisory Agreement, As Amended, and Stock Option
Agreement. Filed herewith.
5.1 Opinion of Jones & Keller, P.C. Filed herewith.
23.1 Consent of Jones & Keller, P.C. (included in their opinion filed
as Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP. Filed herewith.
25.1 Power of Attorney (see signature page of this Registration
Statement).
<PAGE>
EXHIBIT 4.3
One Capital Corporation Corporate and Transaction
Advisory Agreement, As Amended, and Option Agreement
<PAGE>
AGREEMENT
---------
This Agreement is made this 16th day September, 1995, effective December
20, 1996, by and between One Capital Corporation ("OCC") and Tyrex Oil Company
("Tyrex" or the "Company").
RECITALS
--------
WHEREAS, OCC and Tyrex entered into a Corporate and Transaction Advisory
Agreement (the "Agreement") dated May 6, 1994 which Agreement has now expired;
and
WHEREAS, OCC and Tyrex on December 20, 1995 agreed to modify the Agreement
in accordance with the terms set forth herein.
AGREEMENT
---------
1) In consideration of past advisory services by OCC, Tyrex hereby
extends the "A" warrants, as defined in the Agreement through December 1, 1997.
Accordingly, OCC shall have the right to acquire up to 400,000 shares of common
stock of Tyrex at a price of $0.255 per share through the exercise period which
expires on December 1, 1997. The terms of exercise of such warrants shall be as
outlined on Exhibit A hereto.
2) OCC waives any right to the "B" and "C" warrants as defined in the
Agreement.
3) The shares to be issued under the warrants defined in paragraph 1
above shall be registered for public trading on a Form S-8 Registration
Statement to be prepared jointly by OCC and Tyrex's respective counsel.
4) During the exercise term of the warrants described in paragraph 1
above, if and to the extent the authorized common shares of the Company are
increased or decreased, or are exchanged into or for a different kind or number
of shares or securities, by any change such as an adjustment in par value,
reorganization, recapitalization, stock split, reverse stock split, stock
dividends or the lie, then in such event the number of common shares subject to
the warrants and the common shares purchase price shall be proportionately
adjusted.
5) Each party hereto agrees that it will provide additional information,
execute and deliver documents, and perform any and all acts necessary to carry
out the terms and intent of this agreement in a timely manner.
ONE CAPITAL CORPORATION TYREX OIL COMPANY
By:/s/ Robert D. Arnold By:/s/ Tom N. Richardson
---------------------------------- -----------------------------------
Robert D. Arnold Tom N. Richardson
President President
<PAGE>
ONE CAPITAL CORPORATION
- -------------------------------------------------------------------------------
NEW YORK OFFICE: DENVER OFFICE:
415 E. 37th Street Suite 35C 10 17th Sire, Suite 100
New York, New York 10016 Denver, Colorado 80202
(212) 684-8027 (303) 592-7077
Fax (212) 545-1738 Fax (303) 592-1846
May 6, 1994
Mr. Tom N. Richardson, President
Tyrex Oil Company
777 North Overland Trail
Suite 220
Casper, WY 82602
Re: Corporate and Transaction Advisory
Dear Tom:
This letter (the "Agreement") confirms our mutual understanding that One Capital
Corporation ("Agents") will represent Tyrex Oil Company ("Tyrex" or the
"Company") as agents for one year from the date above. In this capacity, Agents
will provide general corporate and transaction advisory services to implement
the Company's efforts to maximize values for its shareholders.
SERVICES
- --------
In serving Tyrex, our purpose will be to assist the Company's management to
accomplish several significant goals and objectives, including:
Growth in revenues, profits, productive assets and shareholder values
Identification, cultivation and negotiation of prospective merger or
acquisition prospects
Development of and/or acquisition of attractive producing and developmental
properties
Broadening the Company's shareholder base, trading activity, following in
the financial community, investor interest and demand for shares
Agents will provide mutually agreed and appropriate corporate and transaction
advisory services as follows:
Work with management to gain an understanding of the Company's business and
competitive strategies
Conduct, as mutually agreed, a proactive search (using resources of Agents
and the Company) for potential merger or acquisition prospects, based
upon defined strategies, targets and criteria developed with the Company
Review prospective merger or acquisition prospects and assist the Company
to evaluate terms of proposed transactions
Negotiate with interested prospects, analyze specific proposals, and
recommend actions to the Company to respond to proposed terms and
conditions
Assist Company management to present business plans in a form and manner
designed to persuade merger or acquisition candidates to consolidate
operations with the Company
Assist management to anticipate and respond appropriately to disclosure and
due diligence processes
<PAGE>
Maintain contact and coordinate communications, schedules and progress of
proposed transactions with principals and their legal, accounting, tax,
consulting, or other representatives, in cooperation with the Company and
its representatives
Coordinate the closing of transaction(s) with such parties
In addition, if desired by Tyrex, Agents will organize and oversee a financial
public relations campaign designed to stimulate interest in Tyrex through
expertly designed direct mail and other media contacts with prospective
investors. This effort will also involve active cultivation of retail market
makers to increase notice and attention of Tyrex in the investment community,
with the objectives of improving support for trading, and increasing sales
efforts to advise the firms' customers of the investment merits of Tyrex. The
fulfillment of these contacts will be accomplished under a separate agreement
between the Company and a financial advertising company acceptable to both
Company and Agents. The goals of these efforts include: (i) increased investor
interest in Tyrex, (ii) diversification of the Company's shareholder base among
new buyers and (iii) a higher volume of trading activity. Subject of course to
general market and supply/demand conditions, such factors could be expected to
provide favorable support for share prices, to the benefit of all shareholders
of Tyrex.
With respect to projects or transactions on which Tyrex requests assistance of
Agents, including any merger, acquisitions, joint ventures, divestitures or sale
transactions, such agency shall be exclusive. Further, the terms hereof shall
apply to any prospective participants in projects or transactions, sources
and/or offers for projects or transactions, joint ventures or new business which
have been introduced to Tyrex by Agents. Agents accept the terms hereof and
agree to use their best efforts to provide services on mutually agreeable
projects or transactions.
COMPENSATION
- ------------
Engagement Fee. As a retainer for availability of services by Agents under this
Agreement Tyrex agrees to issue to Agents warrants to purchase common stock of
the Company as follows: (a) "A" Warrants - 400,000 shares of the Common Stock of
the Company at a price of $0.255 per share; (b) "B" Warrants - 300,000 shares of
the Common Stock of the Company at a price of $0.50 per share; (c) "C" Warrants
- - 300,000 shares of the Common Stock of the Company at a price of $1.00 per
share. All Warrants shall be exercisable on or after the date of this Agreement
and for two years from the date of completion of the S-8 registration for such
shares underlying the Warrants. As and when feasible for the Company, under
applicable regulations, upon request of Agents shares to be issued under such
warrants shall be registered for public trading, on a Form S-8 Registration
Statement, to be prepared for the Company by Agents' counsel at Agents expense,
or by the Company's counsel at Company's expense, at the on of Tyrex. Terms of
exercise of such warrants shall be as outlined In Exhibit A.
Other Transaction Fees. For projects, transactions or sources included within
the scope of Agents' agency, as noted above, for the purposes of pursuing
mergers, acquisitions, joint ventures, or divestitures transactions, or
otherwise, Agents shall be compensated with additional fees upon the closing of
such transactions as follows:
Transaction Advisory. In the event that Agents represent the Company with
respect to a merger, acquisition, investment, exchange, assumption, purchase, or
sale of all or part of the common stock, preferred stock, debt, liabilities,
leases, or other securities, assets, or liabilities of the Company and/or a
merger, acquisition, joint venture, or divestiture candidate, then the Company
shall pay Agents a cash transaction advisory fee equal to 5% of the first
million, 4% of the second million, 3% of the third million, 2% of the fourth
million and 1% over $5 million, of the total value of any such transaction.
<PAGE>
SHARING; EXPENSES
- -----------------
Agents, in their sole discretion, may elect to share a portion of fees with
certain professional associates. Agents shall receive direct reimbursement from
the Company for their respective out-of-pocket expenses incurred in connection
with the services described herein. (e.g., travel, printing, communications,
information, research, clerical services, tax, accounting or legal advice,
etc.). All expenses for travel shall be approved by Company in advance. All
other expenses are not anticipated to exceed $1,000 during the term hereof
without Company's approval. Budgeted amounts or preapproved expenditures shall
be prepaid or charged directly to the Company, with other miscellaneous expenses
to be paid in full within thirty days of date invoiced. The Company shall be
separately responsible for any obligations incurred with respect to the fees of
lenders, guarantors, rating agencies, attorneys and other professionals, or any
other agents or underwriters with which the Company may have or develop
contractual obligations.
REPRESENTATIONS
- ---------------
In performing their services, Agents may rely upon the accuracy and completeness
of the information provided to Agents by the Company and any other party(ies) to
the Transaction, and will have no responsibility for independent verification of
the accuracy or completeness of the information provided. The Company will
retain all such responsibility. The Company represents to Agents that
information which the Company provides to Agents and others pursuant to this
engagement shall at all times be both accurate and complete, so as to be not
misleading in the circumstances. Agents represent to Company that in performing
their services, any information which Agents originate and provides to Company
pursuant to this engagement shall at all times be both accurate and complete, so
as to be not materially misleading in the circumstances; provided however,
Agents shall not be responsible for independent verification of the accuracy or
completeness of information provided to Company or Agents by third parties.
The Company assumes any and all responsibility for the Company's compliance with
all applicable laws and regulations of governing jurisdictions (including,
without any limitations, the offering or issuance of securities of the Company,
in any manner or form). Agents shall not be required or expected to conduct any
separate determination, compliance, representation, or action with respect to
the Company's sole responsibilities for such compliance. Except as disclosed to
Agents, the Company represents to Agents that: (a) it has filed all required
informational, financial, and other filings required, and is otherwise in
compliance under applicable securities laws and regulations, (b) it has met all
applicable requirements (or has properly applied) for public trading on a
national securities exchange or the NASDAQ trading system, and (c) it shall
continue to make its best efforts to be in compliance with the foregoing
throughout the term of Agents' agency and the warrants period hereunder.
EXTENSION OR TERMINATION
- ------------------------
The agency created hereunder may be extended by the parties in writing, upon
mutually agreeable terms. Further, such agency and this Agreement may be
terminated by the Company at any time with or without cause, upon written notice
to that effect to the other party. However, no such termination shall release
the Company from its obligation with respect to expenses due Agents under this
Agreement, nor with respect to fees in the event that, prior to one year after
such termination, the Company completes a transaction contemplated by this
Agreement with a party introduced by Agents or their associates. Further, no
such termination shall release the Company from its obligation with respect to
the "A" Warrants, however, "B" or "C" Warrants unexercised as of the date of
termination shall immediately expire.
NON-DILUTION
- ------------
During the term of this Agreement, if and to the extent the authorized common
shares of the Company are increased or decreased, or are exchanged into or for a
different number or kind of shares or securities, by any change (such as an
adjustment in par value, reorganization, recapitalization, stock split, reverse
stock split, stock dividends or the like, then in such event the number of
common shares subject to this agreement and the warrants purchase price shall be
proportionately adjusted.
<PAGE>
NO CONTROL
- ----------
Nothing in this Agreement shall render any party a general partner of the other.
Nor shall any party be a general agent for the other, nor any general agency
authority be deemed given to the other party except as expressly set forth in
this Agreement or by subsequent written authorization of said party.
Furthermore, this Agreement and the services to be performed herein by Agents
shall not be construed to render Agents in control of, controlled by, or under
common control with the Company. All parties agree that the services to be
performed herein by Agents do not and shall not be construed so as to directly
or indirectly confer upon Agents the power to direct or cause the direction of
the management and policies of the Company.
Each party agrees that it will provide additional information, execute and
deliver documents, and perform any and all acts necessary to carry out the terms
and intent of this Agreement. Further, the parties agree to keep this Agreement
confidential, other than disclose to their respective boards, officers and legal
or accounting advisors, and as required by law or regulation. Whenever
feasible, each party shall afford the other prior rights of review, comment and
editorial adjustment with respect to any public or third party disclosure of the
terms hereof.
If the above is in accordance with your understanding, please sign below,
initial other pages and return two originally signed copies of this Agreement to
the Agents. We look forward to working with you.
Very truly yours,
ONE CAPITAL CORPORATION
By /s/ Michael V. Schranz
-------------------------------
Michael V. Schranz
The foregoing Agreement is hereby accepted this 12th day of May, 1994.
TYREX OIL COMPANY
By:/s/ Tom N. Richardson
------------------------------------
Name (print): Tom N. Richardson
Title: President
<PAGE>
TYREX OIL COMPANY EXHIBIT A
--------
Engagement Fee Stock Warrants
Summary of Terms
Company Tyrex Oil Company ("Tyrex" or "Company")
- -------
Warrants "A" Warrants: 400,000 common shares of Tyrex at $0.255 per share
- -------- ------------
"B" Warrants: 300,000 common shares of Tyrex at $0.50 per share
-------------
"C" Warrants: 300,000 common shares of Tyrex at $1 .00 per share
-------------
Warrants Period All Warrants shall be exercisable on or after the date of
- ---------------
this Agreement and for two years from the date of completion
and filing of the S-8 registration for such shares
underlying the Warrants, subject to the termination
provisions set forth on Page 4 of this agreement
Warrants Exercise Agents may exercise warrants in whole or part at their
- -----------------
discretion.
Warrants Division In their sole discretion, Agents may subdivide and
- -----------------
distribute warrants among the principals and officers of One
Capital Corporation in such proportions as Agents shall
determine.
Form of payment Certified check or wire transfer, simultaneous with or prior
- ---------------
to delivery of shares.
Certificate Delivery Share certificates in denominations as specified by
- --------------------
Agents shall be prepared in advance, ready for immediate
delivery. Certificates shall be delivered by the Company or
its delivery agent, per Agents' request: (a) simultaneously
with presentation of payment ("Deliver Versus Payment" or
"DVP"), or (b) for delivery on the next day following
payment via overnight delivery service or courier.
Delivery Agent Tyrex shall ensure expediting of delivery of shares by its
- --------------
customary delivery agent immediately upon presentment of
payments, or, if unable to do so, shall establish a
custodian or agent of Company's selection (e.g., depository,
trust, attorney, or broker) with location and business hours
suitable to Agents, in order to expedite such deliver.
Registration As and when feasible for the Company under applicable
- ------------
regulations, upon request of Agents shares to be issued
under such warrants shall be registered for public trading,
on a Form S-8 Registration Statement as provided in the
Agreement.
<PAGE>
STOCK OPTION AGREEMENT
This Stock Option Agreement (the Agreement") is made this 18th day of
October, 1996, between Tyrex Oil Company, a Wyoming corporation ( Tyrex") and
One Capital Corporation, a Colorado corporation ( One Capital).
WHEREAS, One Capital is and has provided valuable services to Tyrex's
business activities pursuant to that certain Corporate and Transaction Advisory
Agreement dated May 6, 1994, and amended effective December 20, 1995, attached
hereto as Exhibit A (the One Capital Agreement"), and that pursuant to the One
Capital Agreement, One Capital is to receive compensation for its services to
Tyrex in the form of an option (the Option") to purchase 400,000 shares of
common stock of Tyrex (the Stock"); and
WHEREAS, the Option hereby granted is granted pursuant to the terms and
provisions of the One Capital Agreement.
NOW, THEREFORE, in consideration of the premises it is agreed as follows:
I.Grant of Option. Tyrex hereby grants to One Capital the right and option to
acquire four hundred thousand (400,000) shares of the Stock at a purchase price
of $0.255 per share. The Option hereby granted is to be exercised in the manner
and subject to the conditions hereinafter provided.
II. Time of Exercise of Option. This Option may be exercised by One Capital as
to any or all of the shares subject to the Option hereby granted commencing on
the date hereof with any portion not exercised to be carried over for exercise
until December 31, 1997 at which time any unexercised portion hereof shall
expire.
III. Method of Exercise. This Option may be exercised by One Capital giving
written notice to Tyrex at its principal place of business accomplished by a
check in payment of the purchase price for the Stock as to which the Option is
being exercised. Tyrex shall make prompt delivery of such Stock, provided that
if any law or regulation requires Tyrex to take any action with respect to the
Stock as to which the Option is being exercised, the date of delivery of such
Stock shall be extended for the period necessary to take such action.
IV. Reclassification, Consolidation or Merger. If and to the extent that the
number of issued common shares of Tyrex shall be increased or reduced by a
change in par value, split-up, reclassification, distribution of a dividend
payable in shares, or by any similar occurrence, the number of shares subject to
this Option and the purchase price to be paid for such shares shall be
proportionately adjusted.
V. Rights Prior to Exercise of Option. The Option hereby granted is
nontransferable by One Capital except as otherwise provided by operation of law
upon the dissolution and winding up of One Capital. During the term of the
Option, the Option hereby granted shall be exercisable only by One Capital. One
Capital shall have no rights as a shareholder in the shares of Stock purchased
pursuant to the Option hereunder until payment of the purchase price and
delivery.
VI. Rights Following Exercise of Option. Ownership rights in the Stock shall
vest with One Capital as and when exercised.
VII. Restricted Transferability of Option and Underlying Stock. Any sale or
transfer of the Stock purchased pursuant to this Option must be in accordance
with applicable federal and state securities laws. A condition to issuance of
the Stock underlying the Option is that the offer and sale shall have been
registered with the Securities and Exchange Commission on Form S-8, and such
other laws as may be deemed necessary by Tyrex.
<PAGE>
VIII. Binding Effect. This Agreement shall be binding upon the trustees,
administrators and successors of the parties hereto.
IX. Execution. This Agreement may be executed in counterparts and all
counterparts together shall constitute an executed Agreement.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed as first hereinabove set forth.
TYREX OIL COMPANY
By:/s/ Tom N. Richardson By:/s/ Doris K. Backus
---------------------------------- -------------------------------
Tom N. Richardson, President Doris K. Backus, Secretary/Treasurer
ONE CAPITAL CORPORATION
By:/s/ Robert D. Arnold
--------------------------------------
Robert D. Arnold, President
<PAGE>
EXHIBIT 5.1
OPINION AND CONSENT OF
JONES & KELLER, P.C.
REGARDING LEGALITY OF SECURITIES
<PAGE>
JONES & KELLER, P.C.
1625 Broadway, Suite 1600
Denver, Colorado
Telephone: (303) 573-1600
Facsimile: (303) 573-0769
October 18, 1996
Tyrex Oil Company
777 North Overland Trail, Suite 101
Casper, Wyoming 82602
Gentlemen:
We have acted as counsel for Tyrex Oil Company (the "Company") in
connection with a Registration Statement on Form S-8, filed by the Company under
the Securities Act of 1933 with the Securities and Exchange Commission. The
Registration Statement relates to the proposed public offer and sale of up to
400,000 shares of Common Stock, $.01 par value (the "Shares"), by one selling
stockholder. The Registration Statement and exhibits thereto filed with the
Securities and Exchange Commission under such Act are referred to herein as the
"Registration Statement."
This letter is governed by, and shall be interpreted in accordance with,
the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this letter should be read in
conjunction therewith.
We have examined the Articles of Incorporation, as Amended, of the Company
as filed with the Wyoming Secretary of State, the Bylaws of the Company, and the
minutes of meetings and records of proceedings of the Board of Directors of the
Company, the applicable laws of the State of Wyoming, and a copy of the
Registration Statement.
Based upon the foregoing, and having regard for such legal considerations
as we deemed relevant, we are of the opinion that the Shares, upon issuance,
will be fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
JONES & KELLER, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF HOCKER, LOVELETT, HARGENS & YENNIE, P.C.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Tyrex Oil Company on Form S-8 of our report dated August 28, 1996, appearing in
the Annual Report on Form 10-K of Tyrex Oil Company for the year ended June 30,
1996 and to the reference to us under the heading Experts" in the Prospectus,
which is part of this Registration Statement.
HOCKER, LOVELETT, HARGENS & YENNIE, P.C.
Casper, Wyoming
October 18, 1996
<PAGE>
