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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)
FYI FINANCIAL 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
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- -----------------------------------------------------------------------------------------
TITLE OF PROPOSED
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 $.91 $22,750 $ 6.71
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</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).
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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
5.10 Opinion of Richard C. Fox, Esq.
10.7 Consulting Agreement with FYI Financial Corporation
24.12 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.10)
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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, June 25,
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ L. Craig Ford
- ------------------------- President/CEO, 06/25/98
L. Craig Ford Director
/s/ L. Craig Ford
- ------------------------- Treasurer/CFO 06/25/98
L. Craig Ford
/s/ Dennis P. McGrath
- ------------------------- Controller 06/25/98
Dennis P. McGrath
/s/ William J. Bippus
- ------------------------- Director 06/25/98
William J. Bippus
/s/ Gregory A. Stephens
- ------------------------- Director 06/25/98
Gregory A. Stephens
/s/ Robert Farris, Sr.
- ------------------------- Director 06/25/98
Robert Farris, Sr.
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EXHIBIT 5.10
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
June 4, 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
FYI Financial 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 25,000 shares
("Shares") of the Company's Common Stock, (par value of $.001 per share)
("Common Stock") pursuant to the terms of a Consulting Services Agreement
with FYI Financial Corporation dated June 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 Internet Services 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
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EXHIBIT 10.7
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made this 1st day of June, 1998 by and
between ARXA International Energy, Inc., a Delaware corporation with its
principal offices located at 110 Cypress Station Drive, Suite 280, Houston,
Texas 77090 ("ARXA") AND FYI Financial Corporation, a Colorado corporation
with its principal offices located at 15442 E. Hampden Ave., Suite 50,
Aurora, Colorado 80014 ("FYI"),
WITNESSETH THAT: WHEREAS, ARXA desires to secure investor public relations
support in the dissemination of its corporate and financial information, and
FYI is engaged in the business of disseminating information on the Internet,
and the parties have agreed upon the terms of a thirty day trial relationship
and desire a document to formalize and evidence their understandings;
NOW THEREFORE, in consideration of the mutual covenants herein and intending
to be legally bound, the parties have agreed as follows:
1. ARXA retains FYI, and FYI accepts such retention, on the terms and
conditions of this Agreement. This Agreement shall be for a period of thirty
(30) days, commencing on the date of which the first dissemination begins.
2. ARXA shall initially provide FYI with a Corporate Profile, which FYI
shall fully disseminate within ten (10) days after receipt from ARXA.
Thereafter, during such thirty (30) day test period, ARXA shall provide FYI
with such current news, press releases, or other investor information as ARXA
may select and FYI shall fully disseminate such within ten (10) days after
receipt from ARXA. In all instances, FYI shall commence dissemination no
later than the day after receipt from ARXA and shall fully complete
dissemination to its data base within nine (9) days thereafter.
3. ARXA represents and warrants that the information to be provided to FYI
shall be true and correct and consistent with its SEC filings under the 1934
Act. ARXA shall indemnify FYI and hold FYI harmless from any claims,
damages, judgments, or losses incurred by FYI as a result of any inaccuracies
in the information provided by ARXA to FYI. FYI shall have no responsibility
to check the information provided for accuracy of conformity to SEC filings
and shall rely upon ARXA.
4. FYI represents and warrants that its dissemination will be in accordance
with applicable laws, rules and regulations. FYI shall indemnify ARXA and
hold ARXA harmless from any claims, damages, judgments, or loses incurred by
ARXA as a result of any
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violation by FYI of any laws, rules and/or regulations applicable to its
dissemination procedures. ARXA shall have no responsibility to check the
procedures being used by FYI and shall rely upon FYI.
5. As full and complete consideration for FYI's dissemination services
during the term of this Agreement, ARXA shall promptly after the execution of
this Agreement file a Form S-8 with the SEC for the registration of 25,000
shares of ARXA's Common Stock and pursuant to such filing, upon receipt
thereof by the SEC, shall issue to FYI such 25,000 shares as free trading
shares.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed
this Consulting Agreement:
ARXA INTERNATIONAL ENERGY, INC. FYI FINANCIAL CORPORATION
By: /s/ L. Craig Ford By: /s/ Joseph G. Rogers
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L. Craig Ford, President Joseph G. Rogers, President