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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)
Gregory Leone 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>
<CAPTION>
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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 100,000 $.75 $75,000 $ 22.13
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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
5.17 Opinion of Richard C. Fox, Esq.
10.13 Consulting Agreement with Gregory Leone
24.19 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.17)
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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, August 21, 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, 08/21/98
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L. Craig Ford
/s/ L. Craig Ford Treasurer/CFO 08/21/98
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L. Craig Ford
/s/ Dennis P. McGrath Controller 08/21/98
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Dennis P. McGrath
/s/ William J. Bippus Director 08/21/98
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William J. Bippus
/s/ Gregory A. Stephens Director 08/21/98
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Gregory A. Stephens
Director 08/21/98
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Robert G. Farris, Sr.
/s/ Larry R. Keeler Director 08/21/98
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Larry R. Keeler
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EXHIBIT 5.17
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
August 24, 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
Gregory Leone
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 100,000 shares
("Shares") of the Company's Common Stock, (par value of $.001 per share)
("Common Stock") pursuant to the terms of an Consulting Agreement with Gregory
S. Leone dated August 3, 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
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By: Richard C. Fox
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EXHIBIT 10.13
CONSULTING AGREEMENT
FINANCIAL PUBLIC RELATIONS
A Financial Public Relations Consulting Agreement, made this 3rd day of August
1998 by and between ARXA INTERNATIONAL ENERGY INC. located at 110 Cypress
Station Dr. #280, Houston, TX 77090 hereafter referred to as "COMPANY" and
GREGORY S. LEONE located at 11647 Rocoso, Lake Side, CA 92040 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 August 3, 1998 and
terminate on August 2, 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. 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.
4. 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
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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 underwriter(s), if any.
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.
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(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 CONSULTANT'S 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: As compensation for his services hereunder, COMPANY shall:
Issue to CONSULTANT 100,000 shares of its Common Stock for services
provided, as follows: (i) promptly following the execution of this
Agreement, COMPANY shall file a Form S-8 registering such 100,000 shares;
(ii) promptly following effectiveness of such S-8 Registration Statement
cause the stock transfer agent to issue such shares in the name of
CONSULTANT without a restrictive legend, and (iii) promptly deliver to
CONSULTANT the certificate. For purposes of computing the compensation due
CONSULTANT and reporting to the Internal Revenue Service the COMPANY'S
shares are valued at $0.75 per share.
8. RELATIONSHIP OF PARTIES: CONSULTANT is an independent contractor and is
responsible for all federal, state, and local income and self-employment
taxes. 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.
9. 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.
10. 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.
11. 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.
12. ASSIGNMENT: CONSULTANT may not assign this contract.
13. 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.
14. 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 Texas. If any
<PAGE>
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.
IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have
executed this Agreement.
/s/ Gregory S. Leone
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Gregory S. Leone
/s/ L. Craig Ford
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L. Craig Ford, President
ARXA International Energy Inc.
