<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
CUBIC ENERGY, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
CUBIC ENERGY, INC.
1720 NORTHWEST HIGHWAY, STE. 320
GARLAND, TEXAS 75041
(972) 681-8047
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 13, 2000
----------------------
To the Stockholders of Cubic Energy, Inc.:
As a stockholder of Cubic Energy, Inc., a Texas corporation (the
"Company"), you are hereby given notice of and invited to attend in person or
by proxy the Annual Meeting of Stockholders of the Company (the "Meeting") to
be held on September 13, 2000, 11:00 A.M. at the Holiday Inn Select LBJ
Northeast, 11350 LBJ Freeway @ Jupiter Road, Dallas, Texas for the following
purposes:
1. To elect three (3) members to the Company's Board of Directors to
hold office until the next annual meeting and until their
successors are elected and qualified;
2. To ratify the selection of Philip Vogel & Co., PC, as the
Company's independent auditors for the fiscal year ending June
30, 2001; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on August 11, 2000
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting and any adjournments
thereof. Only stockholders of record as of the close of business on the
Record Date are entitled to notice of and to vote at the Meeting and any
adjournments thereof. The transfer books of the Company will not be closed.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, THE COMPANY DESIRES TO HAVE THE MAXIMUM
REPRESENTATION AT THE MEETING AND RESPECTFULLY REQUESTS THAT YOU SIGN, DATE
AND MAIL PROMPTLY, IN NO EVENT LATER THAN SEPTEMBER 1, 2000, THE ENCLOSED
PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES OF AMERICA. A PROXY MAY BE REVOKED BY
A STOCKHOLDER AT ANY TIME PRIOR TO ITS USE AS SPECIFIED IN THE ENCLOSED PROXY
STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jon Stuart Ross
Jon Stuart Ross, Secretary
Garland, Texas
August 11, 2000
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN
THE POSTAGE PAID ENVELOPE PROVIDED.
<PAGE>
CUBIC ENERGY, INC.
1720 NORTHWEST HIGHWAY, STE. 320
GARLAND, TEXAS 75041
--------------------
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 13, 2000
--------------------
GENERAL
This Proxy Statement and the enclosed Proxy are solicited on behalf of
Cubic Energy, Inc. (the "Company") for use at the Annual Meeting of
Stockholders (the "Meeting") to be held September 13, 2000, at the time and
place and for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Stockholders (the "Notice"), or any adjournment(s) of the
Meeting.
These proxy solicitation materials are being mailed on or about August
11, 2000 to holders of the issued and outstanding shares (the "Shares") of
the Company's common stock, par value $0.05 per share (the "Common Stock"),
entitled to vote at the Meeting.
RECORD DATE AND PRINCIPAL STOCKHOLDERS
Stockholders of record at the close of business on August 11, 2000 (the
"Record Date") are entitled to notice of and to vote at the Meeting. On the
Record Date, there were issued and outstanding 18,917,949 shares of Common
Stock. There is no other class of voting security of the Company issued or
outstanding. For information regarding security ownership by management and
certain other holders of the Common Stock, see "Security Ownership of Certain
Persons."
REVOCABILITY OF PROXIES
Any stockholder of the Company has the unconditional right to revoke his
or her proxy at any time prior to the voting thereof by any act inconsistent
with the proxy, including notifying the Secretary of the Company of such
revocation in writing, executing a subsequent proxy or attending at the
Meeting and casting a contrary vote. However, no revocation shall be
effective unless notice of such revocation has been received by the Company
at or prior to the Meeting.
VOTING AND SOLICITATION
Pursuant to the Certificate of Incorporation of the Company, each share
of Common Stock entitles the holder thereof to one vote on any matter
requiring a vote by the Company's stockholders that properly comes before the
stockholders at the Meeting or any adjournments. The Company's Bylaws and the
Texas Business Corporation Act (the "TBCA") require an affirmative vote or
written consent of a plurality of the outstanding Shares present in person or
by proxy and entitled to vote at the Meeting to elect directors.
<PAGE>
Shares represented by valid proxies will be voted in accordance with the
stockholder's instructions, or, in the absence of instructions, will be deemed
to grant authority to vote:
1. FOR the election of the three (3) nominees listed under "Election
of Directors" as nominees of the Company for election as
directors;
2. FOR the ratification of the selection of Philip Vogel & Co., PC
as the Company's independent auditors for the fiscal year ending
June 30, 2001.
The Company is unaware of any additional matters not set forth in the
Notice of Annual Meeting of Stockholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly
brought before the Meeting or any adjournments thereof and presented for a
vote of the stockholders, the persons named in the proxy will vote in
accordance with their best judgment upon such matters, unless otherwise
restricted by law.
Any stockholder who is present in person or by proxy at the Meeting but
who abstains from voting shall be counted for purposes of determining whether
a quorum exists, but an abstention shall not be counted as an affirmative
vote with respect to any matter. Stockholders are not entitled to cumulate
their votes in the election of directors or with respect to any matter, and
are not entitled to vote for a greater number of persons than the number of
nominees named in this Proxy Statement. Abstentions and broker non-votes will
be deemed not to have been cast and will have no legal effect in the election
of directors.
Stockholder ratification is not required for the selection of Philip
Vogel & Co., PC as the Company's independent auditors for the fiscal year
ending June 30, 2001, because the Board of Directors has responsibility for
selection of the Company's independent auditors. The selection is being
submitted for ratification with a view toward soliciting the opinion of
stockholders, which opinion will be taken into consideration in future
deliberations.
The stockholders of the Company have no appraisal rights under the Texas
Business Corporation Act, the corporation law statute of the Company's place
of incorporation, or under any other statute or regulation, with respect to
the matters specified in the Notice.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may also be solicited by personal
interview, facsimile transmission, and telephone by directors, officers,
employees, and agents of the Company. The Company will also supply brokers,
nominees, or other custodians with the number of Proxy forms, Proxy
Statements, and Annual Reports they may require for forwarding to beneficial
owners.
PROPOSALS OF STOCKHOLDERS AT NEXT ANNUAL MEETING OF STOCKHOLDERS
The Company anticipates holding its next annual meeting of stockholders
on or about September 30, 2001. Proper proposals submitted by a stockholder
in accordance with applicable rules and regulations for presentation at the
Company's next annual meeting of stockholders that are received by June 30,
2001, at the Company's principal executive office, 1720 Northwest Highway,
Ste. 320, Garland, Texas 75041, Attention: Secretary, will be included in the
Company's proxy statement and form of proxy for that meeting.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The number of directors authorized by the Company's Bylaws is unlimited,
with the exact number to be fixed from time to time by the Board of
Directors. The Board of Directors has fixed the number of directors at three
(3). Three (3) directors are proposed to be elected at the Meeting. All three
(3) directors proposed to be elected will hold office until the next annual
meeting of stockholders and until their successors shall be elected and shall
qualify. Proxies in the accompanying form will be voted FOR the three (3)
nominees, except where authority is specifically withheld by the stockholder.
All nominees are presently directors of the Company. If any nominee should
become unable to accept election, votes will be cast pursuant to the
accompanying Proxy for a substitute as may be designated by the Board of
Directors. The nominees have indicated that they are willing and able to
serve as directors. The nominees were nominated for election to the Board of
Directors by the current Board of Directors.
NOMINEES FOR DIRECTORS
The following table sets forth the name and age of each nominee and the
period during which each has served as a director of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH CUBIC DIRECTOR SINCE
---- --- ------------------- --------------
<S> <C> <C> <C>
Calvin Wallen III 45 President, Director 1997
Gene Howard 73 Secretary, Director 1991
Jon S. Ross 36 Director 1998
</TABLE>
CALVIN A. WALLEN III is the President and a director of the Company. Mr.
Wallen has over 20 years of experience in the oil and gas industry working as
a drilling and petroleum engineer. He was employed by Superior Oil and
various other drilling contractors including Resource, Tom Brown and Rowan
International. He assisted in the design and construction of several land
rigs with advanced drilling systems and has domestic and international
experience in drilling engineering. While employed by Rowan International,
Mr. Wallen gained experience in drilling high angle directional wells at
Prudhoe Bay on contract to Arco. In 1982 Mr. Wallen began acquiring and
developing oil and gas properties, forming a production company that has
evolved into Tauren Exploration, Inc. Mr. Wallen did his undergraduate
engineering studies at Texas A&M University in College Station, Texas.
GENE C. HOWARD is the Senior Partner of the law firm of Howard, Widdows,
Bufogle & Vaughn, P.C. of Tulsa, Oklahoma and has been engaged primarily in
the private practice of law over the past thirty-five years. Mr. Howard
served in the Oklahoma State Senate from 1964 through 1982 and was President
Pro Tem from 1975 through 1981. In addition, he served as the Chairman of the
Board of Farmers and Exchange Bank from 1972 through 1991 and on the Board of
Directors of Local Federal Bank of Oklahoma. Mr. Howard is a Director of the
Oklahoma State Education and Employment Group Insurance Board and presently
acts as Chairman. Mr. Howard served as Director of EntreCap and Hinderliter
corporations from 1991 to August of 1992. He is also a Chairman of the Board
of Philadelphia Mortgage Trust ("PMT"). The firm of Howard, Widdows, Bufogle
& Vaughn, P.C. represents PMT.
<PAGE>
JON S. ROSS has served the Secretary and as a director of the Company since
April 1998. Mr. Ross is a practicing attorney in Dallas, Texas specializing
in the representation of over fifty corporate entities within the past eight
years. He has served on several community and not-for-profit committees and
Boards and has been asked to speak to corporate and civic leaders on a
variety of corporate law topics. Mr. Ross graduated from St. Mark's School of
Texas with honors in 1982 and graduated from the University of Texas at
Austin in 1986 with a B.B.A. in Accounting. He then graduated from the
University of Texas School of Law in 1989 attaining a Juris Doctorate degree.
There are no family relationships among any of the directors or executive
officers of the Company. See "Certain Relationships and Related Transactions"
for a description of transactions between the Company and its directors,
executive officers or their affiliates.
VOTE REQUIRED
The three (3) nominees receiving the highest number of affirmative votes
of the shares present or represented and entitled to vote for them shall be
elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTOR.
BOARD MEETINGS AND COMMITTEES
Each director is elected to serve until the next annual meeting of
stockholders or until the director's successor is duly elected and qualified.
Officers serve at the discretion of the Board of Directors.
BOARD OF DIRECTORS AND MEETINGS
During the fiscal year ended June 30, 2000, the Board of Directors held
three meetings. Each director attended at least 75% of the aggregate number
of meetings held by the Company's Board of Directors during the fiscal year
ended June 30, 2000.
COMPENSATION OF DIRECTORS
The members of the Board of Directors do not receive cash compensation in
connection with their service but are entitled to reimbursement for their
expenses incurred in connection with attendance at meetings of the Board of
Directors.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH CUBIC
---- --- -------------------
<S> <C> <C>
Calvin Wallen III 45 President, Director
Jon Stuart Ross 36 Secretary, Director
</TABLE>
Information concerning the business experience of Messrs. Wallen and Ross is
provided under the caption "Election of Directors" above.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN PERSONS
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS
The record date for the determination of the Stockholders entitled to
notice of and to vote at the Meeting has been established by the Board as the
close of business on August 11, 2000 (the "Record Date"). As of the Record
Date, there were issued and outstanding 18,917,949 shares of Common Stock.
There is no other class of voting security of the Company issued or
outstanding.
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned, as of August 11, 2000, by (i) each person
known to the Company to own more than 5% of the Common Stock of the Company
(the only class of voting securities now outstanding), (ii) each of the
nominees for director, (iii) each executive officer named in the Summary
Compensation Table (the "Named Officers") and (iv) all nominees, Named
Officers and other executive officers as a group. Unless otherwise indicated,
the number of shares and percentage of ownership of Common Stock for each of
the stockholders set forth below assumes that shares of Common Stock that the
stockholder may acquire within sixty days of the Record Date are outstanding.
<PAGE>
<TABLE>
<CAPTION>
NUMBER APPROXIMATE
NAME AND ADDRESS OF SHARES PERCENT OF CLASS
---------------- --------- ----------------
<S> <C> <C>
Calvin Wallen III 9,176,300 /1/ 48.51%
1720 Northwest Highway, Ste. 320
Garland, TX 75041
William G. Vandever 1,042,433 /2/ 5.51%
1724 East 15th St.
Tulsa OK 74104
William Bruggeman 3,875,556 /3/ 20.49%
20 Anemone Circle
North Oaks, MN 55127
Gene Howard 322,245 /4/ 1.70%
2402 East 29th St.
Tulsa, OK 74114
Jon S. Ross 50,000 /5/ 0.26%
1720 Northwest Highway, Ste. 320
Garland, TX 75041
All officers and directors
as a group (5 persons): 9,548,545 /6/ 50.47%
</TABLE>
/1/ Includes 3,500,000 shares held by Earthstock Resources, Inc., a company
controlled by Mr. Wallen
/2/ Includes 862,433 shares presently held by Mr. Vandever's wife, Margaret, of
which Mr. Vandever claims no beneficial ownership
/3/ Includes 500,000 shares held by Diversified Dynamics Corp., a company
controlled by Mr. Bruggeman and 2,500,000 shares held jointly by William
Bruggeman & Ruth Bruggeman JTWROS, and 120,000 shares held by Consumer
Products Corp., a company controlled by Ruth Bruggeman
/4/ All 322,245 shares are held by Mr. Howard's wife, Belva, of which Mr.
Howard claims no beneficial ownership
/5/ Mr. Ross is a current director and presently owns 50,000 shares of common
stock
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's officers, directors and persons who own more than
ten percent (10%) of a registered class of the Company's equity securities
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than ten
percent (10%) stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of all such forms received by it, or written
representations from certain reporting persons, no Form 5's were required for
those persons.
COMPENSATION OF EXECUTIVE OFFICERS
The total compensation for the three fiscal years ended June 30, 2000,
for William Vandever, the Company's former Chief Executive Officer, Calvin
Wallen III, the Company's current Chief Executive Officer, and Jon Stuart
Ross, the Company's current is set forth below in the following Summary
Compensation Table. No other person received cash compensation in excess of
$100,000 during the fiscal year ended June 30, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Fiscal Annual
Name & Position Year Salary
--------------- ---- ------
<S> <C> <C>
William G. Vandever, Chairman of the Board, 1997 40,500
President, CEO (Past)
Calvin Wallen III, Director, President, CEO (Current) 1997* 0
1998 0
1999 0
Jon Stuart Ross, Secretary (Current) 1998 0
1999 0
</TABLE>
* Elected in December 1997
OPTION GRANTS DURING FISCAL YEAR
During the fiscal year ended June 30, 2000, no options were granted to
the Named Executive Officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1998 and 1999, the Company entered into agreements with Tauren
Exploration, Inc. and Fossil Operating, Inc., two entities controlled by
Calvin A. Wallen III, President of the Company. These agreements were
approved by the disinterested Directors for the Company in order to further
the best interests of the Company.
In 1998, the disinterested Directors approved an agreement whereby the
Company would share office space, office personnel and related services with
Tauren Exploration, Inc. at pre-established rates and percentages to be
charged to the Company.
In 1998, the disinterested Directors approved a means of the Company
borrowing monies from Tauren Exploration, Inc. to pay for day-to-day
operations. To date, the Company owes Tauren Exploration, Inc. a total of
$664,700.81.
<PAGE>
PROPOSAL TWO
RATIFICATION OF INDEPENDENT ACCOUNTANTS
Weaver & Tidwell, L.L.P., independent certified public accountants,
served as independent auditors for the Company for the fiscal year ended June
30, 1999, and has reported on the Company's financial statements. The Board
of Directors has selected Philip Vogel & Co., P.C. as the Company's
independent auditors for the fiscal year ending June 30, 2000, and recommends
that the stockholders ratify this selection for the fiscal year ending June
30, 2001. The Board of Directors has been advised that Philip Vogel & Co.,
P.C. has no relationship with the Company or its subsidiaries.
While stockholder ratification is not required for selection of Philip
Vogel & Co., P.C. because the Board of Directors has the responsibility for
selection of the Company's independent auditors, the selection is being
submitted for ratification at the Meeting with a view toward soliciting the
stockholders' opinion thereon, which opinion will be taken into consideration
in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PHILIP VOGEL & CO., P.C. AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB containing audited
financial statements was not available at the time of the mailing of this
proxy statement. The Annual Report for the fiscal year ended June 30, 2000
will be available on or before the date required by the Securities and
Exchange Commission. The Annual Report does not constitute a part of the
proxy solicitation material.
OTHER MATTERS
As of the time this proxy statement was printed, neither management nor
the Board of Directors is aware of any matter to be presented for action at
the Meeting other than matters set forth herein. If any other matters
requiring a vote of stockholders are properly brought before the Meeting, the
proxies in the enclosed form confer on the person or persons entitled to vote
the shares represented by such proxies discretionary authority to vote the
shares in accordance with their best judgment in the interest of the Company.
It is the intention of the persons named in the enclosed proxy to vote the
shares they represent as the Board of Directors may recommend.
It is important that your shares be represented at the meeting,
regardless of the number of shares you hold and whether you intend to attend
the meeting. You are therefore urged to complete, date, execute and return,
at your earliest convenience, the accompanying proxy card in the postage paid
envelope which has been enclosed.
FOR THE BOARD OF DIRECTORS OF
CUBIC ENERGY, INC.
/s/ CALVIN A. WALLEN III
CALVIN A. WALLEN III
PRESIDENT
Garland, Texas
August 11, 2000
<PAGE>
APPENDIX A
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
--------------------
SEPTEMBER 13, 2000
GARLAND, TEXAS
--------------------
<PAGE>
PROXY CARD
CUBIC ENERGY, INC.
FOR ANNUAL MEETING OF THE STOCKHOLDERS OF
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints CALVIN A. WALLEN III and JON STUART ROSS, and
each of them, with full power of substitution, as proxies to vote the shares
which the undersigned is entitled to vote at the Annual Meeting of the
Stockholders of the Company to be held at Holiday Inn Select L.B.J.
Northeast, 11350 L.B.J. Freeway @ Jupiter Road, Dallas, Texas on September
13, 2000, at 11:00 AM and at any adjournments thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. Please mark your votes as in this example using
dark ink only. [X]
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL.
<TABLE>
<S> <C> <C>
FOR Election NOT FOR Election
of directors of directors
1. Election of directors: Calvin A. Wallen III, [ ] [ ]
Gene C. Howard and Jon S. Ross.
----------------------------------------------
Vote withheld from the nominee(s) listed in space above.
FOR Ratification NOT FOR Ratification ABSTAIN
[ ] [ ] [ ]
</TABLE>
2. Ratification of Philip Vogel & Co., P.C. as independent accountants for
fiscal year ending June 30, 2001.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY (in no event later than September
1, 2000). When shares are held by Joint Tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by president or other authorized officer. If a partnership, please sign in
partnership name by an authorized person.
Signature___________________________________ Title:___________________________
Signature, if held jointly________________________________Dated:________ , 2000
Please Print Name______________________________________________________________
