<PAGE>
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)
International Buying Power Corporation 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 652,000 $.91 $593,320 $175.03
- --------------------------------------------------------------------------------------------
</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.
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,
<PAGE>
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;
(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.
<PAGE>
(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
5.11 Opinion of Richard C. Fox, Esq.
10.8 Consulting Agreement with International Buying Power Corporation
24.13 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.11)
<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, June 25, 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.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ L. Craig Ford President/CEO, 06/25/98
- --------------------------- Director
L. Craig Ford
/s/ L. Craig Ford Treasurer/CFO 06/25/98
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L. Craig Ford
/s/ Dennis P. McGrath Controller 06/25/98
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Dennis P. McGrath
/s/ William J. Bippus Director 06/25/98
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William J. Bippus
/s/ Gregory A. Stephens Director 06/25/98
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Gregory A. Stephens
/s/ Robert Farris, Sr. Director 06/25/98
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Robert Farris, Sr.
<PAGE>
EXHIBIT 5.11
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
June 8, 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
International Buying Power Corporation
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 652,000 shares ("Shares")
of the Company's Common Stock, (par value of $.001 per share) ("Common Stock")
pursuant to the terms of a Consulting Agreement with International Buying Power
Corporation dated June 4, 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.
By: Richard C. Fox
<PAGE>
EXHIBIT 10.8
INTERNATIONAL BUYING POWER CORP.
A FINANCIAL PUBLIC RELATIONS NETWORK
7860 GLADES ROAD, SUITE 220 - BOCA RATON, FL 33434
PHONE: (561) 482-0004 FAX: (561) 488-2602
ARXA International Energy Inc. June 4, 1998
L. Craig Ford
110 Cypress Station Dr. #280
Houston, TX 77090
This is a seven month Agreement and Understanding between ARXA INTERNATIONAL
ENERGY INC. and International Buying Power Corporation. We propose to do the
following:
1) Disseminate a one page "highlighter" by fax and operate an intense
telemarketing follow-up campaign to new brokers. We would target these
brokers primarily instead of those already contacted previously. There
will be 10A/E's on the phone daily.
2) Use an extensive mass faxing program to reach thousands of new brokers in a
very short time. This creates an instant audience of informed brokers.
Follow up calls will turn at least 20% of them into supporters.
3) Use a mass lead faxing program to brokers, of high net worth individuals
who have been identified as stock buyers by Investors Business Daily,
Barrons and other sources including specific leads from the Company. This
builds immediate relief support and incentive for brokers who work the
stock through an "Investor Lead Generation Program".
4) We will seek to make ARXA INTERNATIONAL ENERGY INC. its products and
financial prospects known not only to individual retail stockbrokers, but
also broker-dealers, market makers and other members of the financial
community.
International Buying Power Corporation, in providing the foregoing services,
shall be responsible for all costs incurred except company will be responsible
for mailing out due diligence requests. Your cost in expense fees will be as
follows: $15,000 worth of free-trading common stock or cash or a combination of
both upon signing contract. $15,000 worth of free-trading common stock or cash
or a combination of both on 2nd contract month and 3rd contract month. $10,000
worth of free-trading common stock or cash or a combination of both on 4th
contract month, 5th contract month and 6th contract month. In addition we will
initiate an option program beginning month 4 as proposed below. This contract
can be renewed upon completion.
<PAGE>
Page Two of Proposal
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<TABLE>
QUANTITY OPTION PRICE TOTAL $ TO COMPANY
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<S> <C> <C>
200,000 .75 150,000
150,000 1.00 150,000
120,000 1.25 150,000
100,000 1.50 150,000
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570,000 600,000
</TABLE>
One of the major challenges posed to a company requiring equity financing to
fund that growth is lack of sufficient market capitalization. First,
International Buying Power Corporation increases distribution and retail volume
which results in INCREASED MARKET CAPITALIZATION. Through our database of 50,000
stockbrokers targeted to buy stock (preferably retail), we feel that a goal of
bringing in supportive buying on a daily basis is realistic. Depending on the
company's revenue growth, International Buying Power Corporation would determine
the goals for a realistic price of the stock value and set those standards for
over a 3 month contract which would be negotiable at the end of 3 months. You
will gain a proper and orderly retail market for your stock.
This program, as outlined, affords you the greatest coverage in developing
broker interest and higher market capitalization with a support database of
stockbrokers who take positions in your company's stock and increase volume.
The bottom line is volume.
In order to create a database of stockbrokers who turn around and create a
database of investors for any stock, it takes 1) manpower, 2) an accomplished
database of trusted stockbrokers who support undervalued companies, 3) a team of
investor relations people who are not order takers or clerks, 4) professionals
who know the capital markets, 5) the guys who write the tickets and 6) constant
energy on the phones and faxes daily, 8 hours a day. THAT'S WHAT IT TAKES!
WE ACCOMPLISH ALL THAT AND MORE.*
- --------------------------- ------------------------
Terry Ritchie Charles T. Tamburello
CEO VP Trading/Sales
International Buying Power Corp. International Buying Power Corp.
- ---------------------------
L. Craig Ford
ARXA International Energy Inc.
<PAGE>
FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT
A Financial Public Relations Consulting Agreement, made this 4th day of June
1998 by and between ARXA INTERNATIONAL ENERGY INC. located at 110 Cypress
Station Dr. #280, Houston, TX 77090 hereafter referred to as "COMPANY" and
INTERNATIONAL BUYING POWER CORPORATION located at 7860 Glades Road, Ste 220,
Boca Raton, FL 33434 engaged in providing financial public relations services
hereafter referred to as "CONSULTANT".
WITNESS THAT: Whereas, the COMPANY requires financial public relations services
and desires to employ CONSULTANT to provide such services as an independent
contractor consultant, and CONSULTANT is agreeable to such employment, and the
parties desire a written document formalizing and defining their relationship
and evidencing the terms of their agreement. Now, therefore, intending to be
legally bound and in consideration of the mutual promises and covenants, the
parties have agreed as follows:
1. APPOINTMENT: The COMPANY hereby appoints CONSULTANT as its financial public
relations counsel and hereby retains and employs CONSULTANT, on the terms and
conditions of this Agreement. CONSULTANT accepts such appointment and agrees
to perform the services upon the terms and conditions of this Agreement.
2. TERM: The term of this Agreement shall begin on June 4, 1998 and terminate
on January 4, 1999.
3. SERVICES: (a) CONSULTANT shall act, generally, as financial public
relations counsel, essentially acting (1) as liaison between the COMPANY and
its shareholders; (2) as advisor to the COMPANY with respect to existing and
potential market makers, broker-dealers, underwriters and investors as well as
being the liaison between the COMPANY and such persons; and (3) as advisor to
the COMPANY with respect to communications and information (e.g. interviews,
press releases, shareholder reports, etc.) as well as planning, designed,
developing, organizing, writing and distributing such communications and
information.
(b) CONSULTANT shall seek to make the COMPANY, its management, its
products and its financial situation and prospects known to the financial press
and publications, broker-dealers, mutual funds, institutional investors, market
makers, analysts, investment advisors and other members of the financial
community as well as the financial media and the public generally.
(c) CONSULTANT, in providing the foregoing services, shall be responsible
for all costs of providing the services, not including out-of-pocket expenses
for postage, delivery service (e.g. Airborne Express) and preparation of all
Due Diligence Packages.
3. LIMITATIONS ON SERVICES: The parties recognize that certain
responsibilities and obligations are imposed by federal and state securities
laws and by applicable rules and regulations of stock exchanges, National
Association of Securities Dealers, in-house "due diligence" or "compliance"
departments of brokerage houses, etc. Accordingly, CONSULTANT agrees: (a)
CONSULTANT shall NOT release any financial or other information or data about
the COMPANY without the consent and approval of the COMPANY, signatures on press
releases are necessary. (b) CONSULTANT shall NOT conduct any meetings with
financial analysts without informing the COMPANY in advance of the proposed
meeting and format or agenda of such meeting, and the COMPANY may elect to have
a representative of the COMPANY attend such meeting. (c) CONSULTANT shall NOT
release any information or data about the COMPANY to any selected or limited
person(s), entity or group if CONSULTANT is aware that such information or data
has not been generally released or promulgated. (d) After notice by the COMPANY
of filing for a proposed public offering of securities of the COMPANY and during
any period of restriction on publicity CONSULTANT shall not engage in any public
relations efforts, not in the normal course without approval of counsel for the
COMPANY and of counsel for the COMPANY and of counsel for the underwriter(s), if
any.
<PAGE>
5. DUTIES OF COMPANY: (a) COMPANY shall supply CONSULTANT on a regular and
timely basis with all approved data and information about the COMPANY, its
management, its products and its operations, and COMPANY shall be responsible
for advising CONSULTANT of any facts which would affect the accuracy of any
prior data and information previously supplied to CONSULTANT so that CONSULTANT
may take corrective action. (b) COMPANY shall promptly supply consultant: with
full and complete copies of all filings with all federal and state securities
agencies; with full and complete copies of all shareholder reports and
communications whether or not prepared with CONSULTANT'S assistance; with all
data and information supplied to any analyst, broker-dealer, market maker or
other member of the financial community; and with all product/services,
brochures, sales materials, etc. -C- COMPANY shall promptly notify CONSULTANT
of the filing of any registration statement for the sale of securities and of
any other event which triggers any restrictions on publicity. (d) COMPANY shall
contemporaneously notify CONSULTANT if any information or data being supplied to
CONSULTANT has not been generally released or promulgated.
6. REPRESENTATION AND INDEMNIFICATION: (a) The COMPANY shall be deemed to make
a continuing representation of the accuracy of any and all material facts,
material information and data which it supplies to CONSULTANT and the COMPANY
acknowledges its awareness that CONSULTANT will rely on such continuing
representation in disseminating such information and otherwise performing its
public relations functions. (b) CONSULTANT, in the absence of notice in writing
from COMPANY, will rely on the continuing accuracy of material, information and
data supplied by the COMPANY. (c) COMPANY hereby agrees to indemnify
CONSULTANT against, and to hold CONSULTANT harmless from any claims, demands,
suits, loss, damages, etc. arising out of CONSULTANT's reliance upon the
accuracy and continuing accuracy of such facts, material, data and information
unless CONSULTANT has been negligent in fulfilling the duties and obligations
hereunder. (d) COMPANY hereby authorizes CONSULTANT to issue, in CONSULTANTS
sole discretion, corrective, amendatory, supplemental or explanatory press
releases, shareholder communications and reports or data supplied to analysts,
broker-dealers, market makers or other members of the financial community.
7. COMPENSATION: International Buying Power Corporation, in providing the
foregoing services, shall be responsible for all costs incurred. Your cost in
expense fees will be as follows:
We, in providing the foregoing services, will be responsible for all costs
incurred except the Company will be responsible for mailing out due diligence
requests. International Buying Power Corporation, in providing the foregoing
services, shall be responsible for all costs incurred except company will be
responsible for mailing out due diligence requests. Your cost in expense fees
will be as follows: $15,000 worth of free-trading common stock or cash or a
combination of both upon signing contract. $15,000 worth of free-trading common
stock or cash or a combination of both on 2nd contract month and 3rd contract
month. $10,000 worth of free-trading common stock or cash or a combination of
both on 4th contract month, 5th contract month and 6th contract month. In
addition we will initiate an option program beginning month 4 as proposed below.
This contract can be renewed upon completion.
8. BILLING AND PAYMENT: The monthly basic fee provided for in Paragraph 7(a)
shall be due and payable without billing. Billings and payments for special
services (Paragraph 7) shall be as agreed.
9. RELATIONSHIP OF PARTIES: CONSULTANT is a Florida Corporation, responsible
for compensation of its agents, employees and representatives, as well as all
applicable withholding therefrom and taxes thereon (including unemployment
compensation) and all workmen's compensation insurance. This Agreement does not
establish any partnership, joint venture or other business entity or association
between the parties and neither party is intended to have any interest in the
business or property of the other.
<PAGE>
10. TERMINATION: This Agreement may be terminated by either party prior to
the expiration of the term provided in Paragraph 2 only in writing and at least
3 business days prior to the expiration of the current contract month.
11. ATTORNEY FEES: Should either party default in the terms or conditions of
this Agreement and suit be filed as a result of such default, the prevailing
party shall be entitled to recover all costs incurred as a result of such
default including all costs and reasonable attorney fees, expenses and court
costs through trial and appeal.
12. WAIVER OF BREACH: The waiver by either party of a breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by the other party.
13. ASSIGNMENT: The rights and obligations of the parties under this
Agreement shall inure to the benefit of, and shall be binding upon, the
successors and assigns of the parties.
14. NOTICES: Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by certified mail return
receipt requested to the principal office of the party being notified.
15. ENTIRE AGREEMENT: This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought. This Agreement shall be governed for all purposes by the
laws of the state of Florida. If any provision of this Agreement is declared
void, such provision shall be deemed severed from this Agreement, which shall
otherwise remain in full force and effect.
<PAGE>
SIGNATURE PAGE
IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have
executed this Agreement.
/s/ Terry Ritchie
- ---------------------------------
Terry Ritchie
CEO
International Buying Power Corp.
/s/ Charles T. Tamburello
- ---------------------------------
Charles T. Tamburello
VP Trading/Sales
International Buying Power Corp.
/s/ L. Craig Ford
- ---------------------------------
L. Craig Ford
ARXA International Energy Inc.
