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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)
Commonwealth Partners Retainer 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
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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 25,000 $.56 $14,000 $4.13
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(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).
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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.
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EXHIBIT INDEX
5.14 Opinion of Richard C. Fox, Esq.
10.10 Retainer Agreement with Commonwealth Partners
24.16 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.14)
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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 13, 1998.
ARXA INTERNATIONAL ENERGY, INC.
By: /s/ L. Craig Ford
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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
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/s/ L. Craig Ford President/CEO, 07/13/98
- ------------------------- Director
L. Craig Ford
/s/ L. Craig Ford
- ------------------------- Treasurer/CFO 07/13/98
L. Craig Ford
/s/ Dennis P. McGrath
- ------------------------- Controller 07/13/98
Dennis P. McGrath
/s/ William J. Bippus
- ------------------------- Director 07/13/98
William J. Bippus
- ------------------------- Director 07/13/98
Gregory A. Stevens
- ------------------------- Director 07/13/98
Robert G. Farris, Sr.
/s/ Larry R. Keeler
- ------------------------- Director 07/13/98
Larry R. Keeler
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EXHIBIT 5.14
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
Commonwealth Partners
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 Retainer Agreement with
Commonwealth Partners dated July 7, 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 Retainer 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
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By: Richard C. Fox
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EXHIBIT 10.10
COMMONWEALTH PARTNERS RETAINER AGREEMENT
This agreement is made and entered into this 7th day of July, 1998 by and
between Commonwealth Partners of 545 Madison Ave. 16th Floor, New York, NY
10022 and ARXA International, 110 Cypress Station Drive, Suite 280, Houston,
Texas 77090.
WHEREAS, Commonwealth Partners, is a consulting firm with publicly traded
company contacts as well as certain oil and gas mergers and acquisition
target contacts;
WHEREAS, the Company is publicly held with its common stock trading on the
OTC Market;
WHEREAS, Commonwealth Partners will introduce potential qualified candidates
for merger or acquisitions;
WHEREAS, Commonwealth Partners is willing to accept the Company as a client;
NOW THEREFORE, in consideration of the mutual premises and covenants set
forth herein, it is agreed.
1. ENGAGEMENT: The Company hereby engages Commonwealth Partners to locate
possible candidates for acquisition or merger possibilities.
2. TERM: The services to be rendered under this Agreement shall commence upon
execution of the Agreement and shall continue for a period of (180) days,
this agreement shall be re-negotiated for another (180) days or longer.
3. TERMINATION: The Company may terminate this Agreement by providing
Commonwealth Partner with written notice of termination any time during the
term of this Agreement. Upon termination neither party shall have any
continuing duty on obligation whether financial or otherwise, to the other
party except those obligations as contained in paragraph 10, shall survive
the termination of this Agreement.
4. COMPENSATION AND EXPENSES: In consideration of the Services to be performed
by Commonwealth Partners, the Company agrees to pay Commonwealth Partners,
a retainer fee of 25,000 free trading shares of ARXA common stock plus
reasonable, approved, out of pocket expenses. In addition, should
Commonwealth identify appropriate merger or acquisition targets and ARXA
successfully consummates a merger or acquisition, ARXA will pay to
Commonwealth a negotiated finders fee.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The company hereby
represents warrants to Commonwealth Partners with each representation and
warranty being deemed to be material, that:
A) The execution and performance of this Agreement by the Company
has been duly authorized by the Board of Directors of the Company
in
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accordance with applicable law, and, to the extent required, by
the requisite number of shareholders.
B) This performance by the Company of this Agreement will not
violate any applicable court decree, law or regulations, nor will
it violate any provisions of the organization documents of the
Company or any contractual obligation by which the Company may be
bound.
C) The Company will promptly deliver to Commonwealth Partners all
relevant materials, including, but not limited to corporate
reports, brochures, and similar documents;
D) The Company will promptly deliver to Commonwealth Partners a list
of names and addresses of all shareholders of the Company of
which it is aware.
E) The Company will promptly deliver to Commonwealth Partners a list
of brokers and market makers of the Company's securities which
have been following the Company.
F) All information the Company provides to Commonwealth Partners
shall be in all material respects true, accurate, complete and
not misleading; and
G) The Company will act diligently and promptly in reviewing
materials submitted to it by Commonwealth Partners to enhance
timely distribution of the materials and will inform Commonwealth
Partners in writing of any inaccuracies contained therein prior
to the projected publication date.
6. REPRESENTATIONS AND WARRANTIES OF COMMONWEALTH PARTNERS:
A) Commonwealth Partners is a partnership duly organized, validly
existing and in good standing under the laws of its jurisdiction
of organization;
B) Commonwealth Partners, has all the requisite corporate power and
authority to enter into this Agreement and to render the services
contemplated hereby;
C) The execution and delivery of this Agreement and services to be
performed hereunder have been duly authorized by all necessary
corporate action on the part of Commonwealth Partners, and;
D) The performance by Commonwealth Partners, of the Agreement will
not violate any applicable court decree, law or regulation, nor
will it violate any contractual obligation by which Commonwealth
Partners, may be bound.
7. DISCLAIMER: COMMONWEALTH PARTNERS; MAKES NO REPRESENTATION OR WARRANTY THAT
ITS SERVICES WILL RESULT IN AN ACQUISITION OR MERGER.
8. OWNERSHIP OF MATERIAL; COMPANY'S RIGHT TO REVIEW AND APPROVE; All rights
title and interest in and to materials to be provided by Commonwealth
Partners
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in rendering its services under this Agreement shall be and remain the sole
and exclusive property of Commonwealth Partners.
9. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address set for herein, or at such other address as to which
notice pursuant to this paragraph may be given by personal delivery,
certified mail, express mail, or facsimile. Notices shall be deemed given
upon the earlier of actual receipt or two business days after being mailed
or delivered.
Notices shall be addressed to: Commonwealth Partners
545 Madison Ave. 16th Floor
New York, NY 10022
Notices shall be addressed to: ARXA International Energy, Inc
110 Cypress Station Dr. Suite 280
Houston Texas 77090
10. SEVERABILITY; If one or more of the provisions of this Agreement shall be
held invalid illegal, or unenforceable in any respect such provisions, to
the extent held invalid, illegal or unenforceable, and provided that such
provision is not essential to the transaction provided for this Agreement,
shall not affect any other provision contained herein, and this Agreement
shall be construed as if such provision had never been contained herein
AGREED TO THIS 7th DAY OF July 1998
COMMONWEALTH PARTNERS,
BY: /s/ William F. Palla
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MR. WILLIAM F. PALLA
ARXA International Energy, Inc
BY: /s/ Craig Ford
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MR. CRAIG FORD, PRESIDENT
