<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.)
530 Wells Fargo Drive, Suite 310, Houston, Texas 77090
------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Waylon E. McMullen P.C. Consulting Contract
-------------------------------------------
(FULL TITLE OF THE PLAN)
L. Craig Ford, President
530 Wells Fargo Drive, Suite 310
Houston, Texas 77090
(281) 444-1088
--------------
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
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 300,000 $.50 $150,000 $ 44.25
- ------------------------------------------------------------------------------------------------------
</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
5.20 Opinion of Richard C. Fox, Esq.
10.16 Consulting Agreement with Waylon E. McMullen, P.C.
24.22 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.20)
<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, November 13, 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, 11/13/98
- -------------------------- Director
L. Craig Ford
/s/ L. Craig Ford Treasurer/CFO 11/13/98
- --------------------------
L. Craig Ford
/s/ Dennis P. McGrath Director 11/13/98
- --------------------------
Dennis P. McGrath
/s/ William J. Bippus Director 11/13/98
- --------------------------
William J. Bippus
/s/ Gregory A. Stephens Director 11/14/98
- --------------------------
Gregory A. Stephens
/s/ Robert G. Farris, Sr. Director 11/13/98
- --------------------------
Robert G. Farris, Sr.
/s/ Larry R. Keeler Director 11/13/98
- --------------------------
Larry R. Keeler
<PAGE>
EXHIBIT 5.20
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
November 16, 1998
Board of Directors
ARXA International Energy, Inc.
530 Wells Fargo Drive, Suite 310
Houston, Texas 77090
In re: ARXA International Energy, Inc.
Registration Statement on Form S-8
Waylon E. McMullen, 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 300,000 shares
("Shares") of the Company's Common Stock, (par value of $.001 per share)
("Common Stock") pursuant to the terms of a Consulting Contract with Waylon
E. McMullen, P.C. dated November 5, 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 10.16
CONSULTING CONTRACT
WAYLON E. MCMULLEN, P.C.
Attorney at Law
P.O. Box 795517
Dallas, Texas 75379-5517
Telephone Telecopy
972/239-2290 972/239-2295
November 5, 1998
Mr. L. Craig Ford
President and CEO
ARXA International Energy, Inc.
530 Wells Fargo Drive, Suite 310
Houston, Texas 77090
Dear Mr. Ford:
This is a six month agreement and understanding between Waylon E. McMullen
("McMullen") whose business address is P.O. Box 795517, Dallas, Texas 75379 and
ARXA International Energy, Inc. ("ARXA").
McMullen is engaged in the business of providing investigatory services relating
to acquisition candidates and properties for both private and publicly-held
Companies and in regard hereto, soliciting the opinions and recommendations,
regarding evaluations of Investment Bankers, Brokers and Market Makers. ARXA
desires to utilize the services of McMullen and McMullen has agreed to perform
his services for ARXA. Nothing herein contained, however, will require McMullen
to provide his services exclusively for the benefit of ARXA.
1) In performing his services, McMullen will, at his own cost and expenses,
solicit such Brokers, Investment Bankers and Market Makers as he, in his
sole discretion, deems most capable and unbiased regarding the evaluation
of any potential acquisition of ARXA.
2) In connection with the investigation of companies as potential acquisition
candidates for ARXA, McMullen will obtain and review, (a) all financial
statements, audited and unaudited; (b) business plans; and (c) other
descriptive materials issued by or relating to the acquisition candidate.
Additionally, where necessary, McMullen will obtain, as part of his
evaluation, copies of all existing material contracts, agreements,
appraisals and equipment schedules relating to the acquisition candidates
and/or its properties.
3) In addition, if requested by ARXA, McMullen shall from time to time, assist
ARXA in the preparation of all documentation requisite to obtaining equity
investment or loans in order to fund any potential acquisition.
McMullen, in providing the foregoing services, will be responsible for all
cost and expenses incurred by him, except such extraordinary cost and
expenses as ARXA shall authorize in writing. McMullen's fee for services
will be 300,000 shares free-trading common stock to be issued upon signing of
this agreement Certificates representing the shares will be issued to Waylon
E. McMullen. This contract can be renewed upon completion upon consent of
the parties hereto. Moreover, this agreement may be terminated by either
party hereto, at any time during the term hereof on thirty days notice.
Please confirm your agreement of the terms by executing a copy of this letter
where indicated below and returning via facsimile.
<PAGE>
Sincerely yours,
/s/ Waylon E. McMullen
-----------------------------------
Waylon E. McMullen
Agreed and Accepted this 13th day of November, 1998.
The undersigned represents that he has the authority to execute this agreement
on behalf of the Company.
ARXA International Energy, Inc.
By: /s/ L. Craig Ford
--------------------------------
L. Craig Ford, President and CEO
