<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARXA INTERNATIONAL ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3784149
(STATE OF INCORPORATION) (I.R.S. EMPLOYER I.D. NO.)
110 Cypress Station Drive, Suite 280, Houston, Texas 77090
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Larry Keeler, P.C. Consulting Agreement
(FULL TITLE OF THE PLAN)
L. Craig Ford, President
110 Cypress Station Drive, Suite 280
Houston, Texas 77090
(281) 444-1088
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed
Title of Each Class of Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Unit Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock
$.001 par value 80,000 $.625 $50,000 $14.75
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the maximum number of securities issuable under the plan that
are covered by the registration statement as required by Rule 457(h),
computed upon the basis of the average of the bid and asked price of the
securities of the same class as of a recent date pursuant to Rule 457(c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:
a. ARXA International Energy, Inc.'s ("ARXA" or the "Company") latest
annual report, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended ("Securities Act") that contains audited financial statements for the
Company's latest fiscal year for which such statements have been filed or the
Company's effective registration statement on Form 10 or Form 10-SB filed
under the Exchange Act containing audited financial statements for the
Company's latest fiscal year.
b. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
documents of the Company referred to in (a) above.
c. The description of the Company's common stock contained in a
registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
In addition, all other reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The Company's Securities Counsel, Fox Law Offices, P.A., has been
partially compensated for legal services by the issuance of 150,000 shares of
the Company's common stock.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes Delaware
corporations to indemnify its officers, directors, agents and employees.
Under Sections 4.25 through and including 4.28 of the Company's By-Laws, the
Company shall to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law indemnify any and all persons whom it shall have
power to indemnify under said Section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
Section, and the indemnification provided for therein shall not be deemed
exclusive of any other right to which any person may be entitled under any
By-law, resolution of shareholders, resolution of directors, agreement, or
otherwise, as permitted by said Article, as to action in any capacity in
which he served at the request of the Company. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed 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.
Section 4.26 of the Company's By-Laws provides for the indemnification of
persons in securities law matters where the indemnified party is successful
on the merits, or the claims are dismissed with prejudice, or the claims have
been settled with court approval and the court approves the indemnification.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS.
ARXA International Energy, Inc. hereby undertakes:
(1) To file during any period in which offers or sales are being made,
post-effective amendments(s) to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate
represent a fundamental change in the information set forth in the
Registration Statement;
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(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed the initial BONA FIDE offering
thereof.
(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 Plan.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or 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 adjudication of such issue.
<PAGE>
EXHIBIT INDEX
5.15 Opinion of Richard C. Fox, Esq.
10.11 Consulting Agreement with Larry Keeler, P.C.
24.17 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.15)
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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 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 Houston, State of Texas, July 27,
1998.
ARXA INTERNATIONAL ENERGY, INC.
By: /s/ L. Craig Ford
----------------------------------
L. Craig Ford
President/CEO
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 and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ L. Craig Ford President/CEO, 07/27/98
- -------------------------- Director
L. Craig Ford
/s/ L. Craig Ford Treasurer/CFO 07/27/98
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L. Craig Ford
/s/ Dennis P. McGrath Controller 07/27/98
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Dennis P. McGrath
/s/ William J. Bippus Director 07/27/98
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William J. Bippus
Director 07/27/98
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Gregory A. Stephens
/s/ Robert G. Farris, Sr. Director 07/27/98
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Robert G. Farris, Sr.
/s/ Larry R. Keeler Director 07/27/98
- --------------------------
Larry R. Keeler
</TABLE>
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EXHIBIT 5.15
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
July 13, 1998
Board of Directors
ARXA International Energy, Inc.
110 Cypress Station Drive, Suite 280
Houston, Texas 77090
In re: ARXA International Energy, Inc.
Registration Statement on Form S-8
Larry Keeler. P.C.
Gentlemen:
We have represented ARXA International Energy, Inc., a Delaware Corporation,
("Company") in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission on Form S-8 ("Registration
Statement") relating to the proposed issuance of up to 80,000 shares
("Shares") of the Company's Common Stock, (par value of $.001 per share)
("Common Stock") pursuant to the terms of an Consulting Agreement with Larry
Keeler, P.C. dated July 1, 1998. In this connection, we have examined such
documents, corporate records and other papers as we deemed necessary to
examine for the purposes of this opinion.
We are of the opinion that the shares of Common Stock will be, when issued
pursuant to the Consulting Agreement, legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Yours truly,
FOX LAW OFFICES, P.A.
/s/ Richard C. Fox
---------------------
By: Richard C. Fox
<PAGE>
Exhibit 10.11
CONSULTING AGREEMENT
(BUSINESS, ACCOUNTING AND FINANCIAL CONSULTING)
THIS CONSULTING AGREEMENT, made as of this 1st day of July, 1998 by and between:
LARRY KEELER P.C., a Texas professional corporation for the practice of
accounting of Larry Keeler, a Certified Public Accountant an
accounting/financial consultant with principal offices at 26614 Oak Ridge
Drive, Suite 120, The Woodlands, Texas 77380 (hereinafter "CONSULTANT").
AND
ARXA INTERNATIONAL ENERGY, INC., a Delaware corporation with principal offices
located at 110 Cypress Station Drive, Suite 280 Houston, Texas 77090
(hereinafter referred to as "COMPANY").
WITNESSETH THAT, WHEREAS, CONSULTANT is in the business of providing advice in
various business and financial situations to clients such as COMPANY, and
COMPANY desires to retain CONSULTANT in order to secure his advice and
consulting services, and the parties desire to have a formal agreement to
formalize and evidence the terms of their agreement and understanding;
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual covenants and promises contained herein, the parties have agreed as
follows:
1. (a) COMPANY hereby retains and employs CONSULTANT, and CONSULTANT hereby
agrees to such retention and employment, on the terms and conditions
of the Consulting Agreement. CONSULTANT is an independent contractor
and is not intended to be or become an officer or employee of COMPANY
and shall be an agent of COMPANY only in his position as a COMPANY
director or as specifically provided herein. As used herein, the term
"COMPANY" shall mean and include the named COMPANY and all of its
subsidiaries and affiliates, now existing or hereafter acquired.
(b) COMPANY reposes special trust and confidence in Larry Keeler.
Consultant covenants to provide its services by and through Larry
Keeler and CONSULTANT acknowledges that COMPANY has entered into the
Agreement in the expectation that it will receive the advice and
services of Larry Keeler and not any other employee of CONSULTANT.
2. The term of this Agreement shall be deemed to commence as of July 1, 1998
and shall continue until June 30, 1999.
3. During the term of the Agreement, CONSULTANT shall render business and
accounting consulting services and financial and tax consulting services,
subject to the terms and conditions hereof. There are no representations
or warranties nor any guarantees with respect to Consultants advice and
consulting services and the results thereof.
<PAGE>
CONSULTANT shall have no direct or indirect or consequential liability to
COMPANY in connection with any services rendered or advice given, except
for gross negligence and/or willful misconduct.
4. During the term of this Agreement, CONSULTANT shall:
(a) in cooperation with the existing accounting office of the COMPANY,
prepare federal, state and local tax reports and returns for the
COMPANY;
(b) perform due diligence analyses of the businesses and financial
conditions of proposed acquisition and merger candidates of the
COMPANY and provide such reports thereof to the Board of Directors of
the COMPANY as it may request;
(c) assist the current accounting staff of the COMPANY in reviewing all
financial records of the COMPANY and making such entries, adjustments,
etc. in the financial records as may be deemed appropriate;
(d) review proposals for financing, whether equity, debt or hybrid, and
whether secured or unsecured, and advise the Board of Directors on the
impact on the COMPANY's financial condition from implementation of
such financing;
(e) prepare such cash flow and income reports and projections as the Board
of Directors may request;
(f) prepare such budget as the Board of Directors may request and
(g) prepare, or assist in the preparation of all filings by the COMPANY
under the Securities Act of 1933 and the Securities Exchange Act of
1934 or such other applicable securities laws, rules and regulations
as may be required.
5. During the term of this Agreement, CONSULTANT shall assist COMPANY in
negotiating the terms and conditions of financing. CONSULTANT'S SOLE
RESPONSIBILITY AND LIMITED AUTHORITY SHALL BE to assist in the negotiations
and CONSULTANT shall have no authority to commit the COMPANY in any way or
on any basis to any financing.
6. During the term of this Agreement, CONSULTANT shall advise COMPANY with
respect to the terms and conditions of any proposed public offering of the
COMPANY's securities. CONSULTANT's sole responsibility and limited
authority shall be to review the proposed terms and conditions and
determine the -- probable impact on the COMPANY of such terms and
conditions and CONSULTANT shall have no authority to commit the COMPANY
in any way or on any basis to any underwriting contract, the terms of any
public offering or the amount and nature of any underwriting compensation.
7. In rendering his services, consultant may provide COMPANY from time to time
with various strategic financial options in connection with:
recapitalizations; business, asset and/or stock sales or purchases;
mergers, consolidations, joint ventures, strategic partnerships, or other
reorganizations and/or business combinations; spin-offs; and equity and/or
debt financing through offerings, institutional financing, or otherwise.
In each case, CONSULTANT will only advise COMPANY and shall have no
authority to bind COMPANY to any arrangement.
8. As compensation for his services hereunder, COMPANY shall pay CONSULTANT
his normal billing rate of $80.00 an hour as follows:
(a) $40.00 per hour in cash for 1,250 hours of service provided in 12
monthly installments.
(b) Issue to CONSULTANT 80,000 shares of its Common Stock for 1,250 hours
of service provided, as follows: (i) promptly following the execution
of this Agreement,
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COMPANY shall file a Form S-8 registering such 80,000 shares; (ii)
promptly following effectiveness of such S-8 Registration Statement
cause the stock transfer agent to issue such share in the name of
CONSULTANT in twelve certificates (1 x 6,685 and 11 x 6,665) without
a restrictive legend, and (iii) promptly deliver to CONSULTANT for
the month of July, 1998 the certificate for 6,685 shares and
thereafter, on or before the tenth business day of each successive
month during the term of the Agreement, deliver a certificate for
6,665. Such shares shall be deemed vested upon delivery; however,
shares not yet delivered shall not be vested until delivered. For
purposes of computing the compensation due CONSULTANT and reporting
to the Internal Revenue Service the COMPANY's shares are valued at
$0.625 per share (the closing market price on the day of signing of
this agreement).
9. Consultant shall be entitled to reimbursement of all normal and reasonable
costs and expenses incurred by him in the rendering of the services
hereunder.
10. All notices to a party shall be deemed given when mailed by registered or
certified mail to the address set forth at the beginning of this Agreement
or such other address as may be substituted therefor by notice.
11. This Agreement is the entire Agreement among the parties and supersedes all
negotiations, discussions, conversations and informal understandings and
any other prior agreement(s) among the parties with respect to the subject
hereof. There are no representations, warranties or other agreements
except as expressed in this Agreement. No alteration, modification, or
waiver of term or condition hereof shall be binding unless in writing and
signed by all parties.
12. This Agreement may be amended only with the written approval of the party
to be charged therewith.
13. This Agreement may not be assigned by either party, whether by operation of
law or otherwise.
14. Whenever required by the context hereof: the masculine gender shall be
deemed to include the feminine and neuter; and the singular member shall be
deemed to include plural. Time is expressly declared to be of the essence
of this Agreement. This Agreement shall be deemed to have been mutually
prepared by all parties and shall not be construed against any particular
party as the draftsman.
15. It is the intent of the parties that this Agreement shall be construed and
interpreted, and that all questions arising hereunder shall be determined
in accordance with the provisions of the laws of the State of Texas.
16. This Agreement shall be binding upon and shall inure to the benefit of the
parties and their successors and assigns.
17. Any controversy, claim or dispute arising out of or resulting from this
Agreement, or the breach thereof, that cannot be resolved by negotiation,
shall be resolved by arbitration, to be held in Houston, Texas, in
accordance with the rules and regulation of the American Arbitration
Association, except that the provisions for discovery shall as set forth
in the Rules of Civil Procedure then in effect in Texas. Failure of a
party to participate or
<PAGE>
cooperate shall constitute grounds for default judgment. The arbitrator
shall award legal fees and costs to the prevailing party. The decision of
the arbitrator shall in each case, including awards and the allocation of
costs, be final and binding upon the parties. Judgment upon the award
rendered by the arbitrator may be entered in any Court having jurisdiction
thereof.
18. This Agreement may be executed in two or more counterparts and by
facsimile, any one of which shall be deemed to be an original.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed
this Consulting Agreement as of this 1st day of July, 1998:
ARXA International Larry Keeler, P.C.:
ENERGY, INC.
By:/s/ L. Craig Ford /s/ Larry Keeler
- ------------------------------ --------------------------------
Title: President/CEO Title: President
