<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1998.
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARXA INTERNATIONAL ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3784149
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(State of incorporation) (I.R.S. Employer I.D. No.)
110 Cypress Station Drive, Suite 280, Houston, Texas 77090
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(Address of Principal Executive Offices) (Zip Code)
Newton M&A Consulting Agreement
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(Full title of the Plan)
L. Craig Ford, President
110 Cypress Station Drive, Suite 280
Houston, Texas 77090
(281) 444-1088
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(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.001 par value 25,000 $.56 $14,000 $4.13
- --------------------------------------------------------------------------------------------------------
</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.
<PAGE>
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;
<PAGE>
(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
5.6 Opinion of Richard C. Fox, Esq.
10.5 Newton M&A Consulting Agreement
24.8 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.6)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing 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, May 13, 1998.
ARXA INTERNATIONAL ENERGY, INC.
By:
-----------------------------------
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.
Signature Title Date
- --------- ----- ----
- ------------------------ President/CEO, 05/13/98
L. Craig Ford Director
- ------------------------ Treasurer/CFO 05/13/98
L. Craig Ford
- ------------------------ Controller 05/13/98
Dennis P. McGrath
- ------------------------ Director 05/13/98
William J. Bippus
- ------------------------ Director 05/13/98
Gregory A. Stephens
- ------------------------ Director 05/13/98
Robert Farris, Sr.
<PAGE>
EXHIBIT 5.6
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
May 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
Newton M&A Consulting Agreement
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 25,000 shares ("Shares")
of the Company's Common Stock, (par value of $.001 per share) ("Common Stock")
pursuant to the terms of an M&A Consulting Agreement with Mr. John Newton,
Newturn Oil, dated April 6, 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 M&A 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.
By: Richard C. Fox
<PAGE>
April 2, 1998
Mr. John Newton, President
Newturn Oil
P.O. Box 61031
Houston, TX. 77208
Dear Mr. Newton,
ARXA International Energy, Inc. is aggressively engaged in the search for
low risk oil and gas exploration projects, production acquisitions, merger
partners, corporate acquisition opportunities and private investment capital.
In this regard, you have represented you have contacts in the industry and
within the financial community that you would like to introduce to ARXA for a
negotiated finder's fee. Accordingly, a fee schedule is set forth below:
1. On each exploration project or production acquisition referred to ARXA in
writing and by personal introduction, ARXA hereby agrees to compensate you
by paying to you a fee equal to 2% of the total acquisition cost to ARXA,
plus a 2% overriding royalty interest to be paid out of future revenues.
2. On each corporate level merger or corporate level acquisition referred to
ARXA in writing and by personal introduction, ARXA hereby agrees to
compensate you by paying to you a cash fee equal to 2% of the corporation
merged with or acquired, plus shares of ARXA S-8 or restricted common stock
equal to the 2% cash fee paid, also paid at closing.
3. If you are successful in raising corporate equity investment for ARXA, you
will receive a cash fee upon closing equal to 6% of the money raised, to be
paid at closing.
4. ARXA agrees to not circumvent Newturn on any clients introduced to ARXA in
writing and by personal introduction.
In addition, Mr. Newton, upon commencement of actual negotiations with one or
more of your corporate level merger or acquisition referrals, I will recommend
to the Board of Directors of ARXA that you be placed on a month-to-month
retainer of 2,500 shares of ARXA S-8 stock. Such compensation requires Board
of Directors approval and notice must be filed with the Securities and Exchange
Commission using form 8-K.
Please acknowledge your acceptance of this agreement by signing in the space
provided below:
Agreed and Accepted: Agreed and Accepted:
- ----------------------------- --------------------------------
John Newton, President L. Craig Ford, President
Date: Date:
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