<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)
Christopher M. Skipper 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>
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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 40,000 $.75 $30,000 $8.85
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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).
<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
5.16 Opinion of Richard C. Fox, Esq.
10.12 Consulting Agreement with Christopher M. Skipper
24.18 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.16)
<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, July 27, 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.
<TABLE>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ L. Craig Ford President/CEO, 07/27/98
- -------------------------------- Director
L. Craig Ford
/s/ L. Craig Ford Treasurer/CFO 07/27/98
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L. Craig Ford
/s/ Dennis P. McGrath Controller 07/27/98
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Dennis P. McGrath
/s/ William J. Bippus Director 07/27/98
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William J. Bippus
Director 07/27/98
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Gregory A. Stephens
/s/ Robert G. Farris, Sr. Director 07/27/98
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Robert G. Farris, Sr.
/s/ Larry R. Keeler Director 07/27/98
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Larry R. Keeler
</TABLE>
<PAGE>
EXHIBIT 5.16
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
July 27, 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
Christopher M. Skipper
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 40,000 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 Christopher M. Skipper
dated July 17, 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
<PAGE>
EXHIBIT 10.12
CONSULTING AGREEMENT
FINANCIAL PUBLIC RELATIONS
A Financial Public Relations Consulting Agreement, made this 17th day of July
1998 by and between ARXA INTERNATIONAL ENERGY INC. located at 110 Cypress
Station Dr. #280, Houston, TX 77090 hereafter referred to as "COMPANY" and
CHRISTOPHER M. SKIPPER located at 9414 Stockwell Dr., Houston, Texas 77083
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 July 17, 1998 and terminate
on January 16, 1999.
3. SERVICES:
(a) CONSULTANT shall act as full-time 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 shall contact and inform the COMPANY's shareholders and the
shareholders of Phoenix Energy Group, Inc. (PEGI) of the COMPANY's
current status.
(d) CONSULTANT shall contact and inform PEGI shareholders about the status
of their investment in PEGI.
(e) CONSULTANT shall coordinate the activities of the COMPANY and existing
Internet investor relation groups and broker dealers.
<PAGE>
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 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:
(e) 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.
(f) 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.
(g) 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.
(h) 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.
<PAGE>
(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.
7. COMPENSATION: As compensation for his services hereunder, COMPANY shall pay
CONSULTANT:
(a) $18,000 in cash in 6 monthly installments beginning July 17, 1998.
(b) Issue to CONSULTANT 40,000 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 40,000
shares; (ii) promptly following effectiveness of such S-8 Registration
Statement cause the stock transfer agent to issue such share in the
name of CONSULTANT in six certificates (1 x 6,675 and 5 x 6,665)
without a restrictive legend, and (iii) promptly deliver to CONSULTANT
for the month of July, 1998 the certificate for 6,675 shares and
thereafter, on or before the seventeenth day of each successive month
during the term of the Agreement, deliver a certificate for 6,665.
Such shares shall be deemed vested upon delivery; however, shares not
yet delivered shall not be vested until delivered. 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. BILLING AND PAYMENT: The monthly basic fee provided for in Paragraph 7(a)
shall be due and payable without billing.
9. RELATIONSHIP OF PARTIES: CONSULTANT is an independent contractor and is
responsible for all 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.
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: CONSULTANT may not assign this contract.
<PAGE>
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 Texas. 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.
IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have
executed this Agreement.
/s/ Christopher M. Skipper
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Christopher M. Skipper
/s/ L. Craig Ford
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L. Craig Ford, President
ARXA International Energy Inc.
