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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)
SP GROUP INTERNET SERVICES 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 63,000 $.56 $35,280 $ 10.41
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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
5.5 Opinion of Richard C. Fox, Esq.
10.4 Internet Services Agreement with SP Group
24.7 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.5)
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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.
</TABLE>
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EXHIBIT 5.5
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
May 13, 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
SP Group Internet Services 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 63,000 shares
("Shares") of the Company's Common Stock, (par value of $.001 per share)
("Common Stock") pursuant to the terms of an Internet Services Agreement with
SP Group dated May 13, 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 10.4
SP GROUP INTERNET SERVICES AGREEMENT
1. THIS AGREEMENT made by and between SP Group (hereinafter "SPG") and ARXA
International Energy, Inc. (hereinafter "ARXA").
2. SERVICE SPG will design, construct, install, and maintain a financial home
page publication on the Internet and provide a total marketing program for
that page (hereinafter referred to as the "Service"). ARXA agrees to
purchase space on this Service for the purpose of selling its products and
promoting its financial products.
3. TERM The initial term of this Agreement is for six months, commencing May
12, 1998. ARXA shall have the option to extend the Agreement for and
additional six months by giving written notice thereof at least sixty days
prior to the scheduled termination. Any such extension shall be at the
monthly fees and access charges then in force.
4. WEB DESIGN AND EARNEST ARXA will transfer to SPG 18,000 shares of ARXA
common stock, which has been registered on Form S-8, in lieu of first and
last month service fees (9,000 shares) and costs associated with design,
construction and installation of an ARXA World Wide Web Site to be linked
to the SPG web site (9,000 shares).
5. PAYMENT As full and complete payment for the monthly service fees, for the
second through fifth months of the initial term of this Agreement,
inclusive, ARXA agrees to transfer 4,500 shares of ARXA's common stock,
which has been registered on Form S-8 on the first day of each such month.
The payment for June, 1998 (i.e., the issuance of 4,500 shares) shall be
made on June 1, 1998; payments (i.e., issuances) for the subsequent months
shall be made on the first business day of each such month. In the event
that ARXA exercises its option to extend this Agreement, the payments
(i.e., issuances) for the extension months shall be made on the first
business day of each such month.
6. NO ACCESS CHARGE No charge shall be made by SPG for access to its or
ARXA's home page and/or product section page, whether the user is an
individual, corporation, institution, or other entity. Access to other
areas of ARXA's subsequent pages shall also be without charge. ARXA shall
pay for the vehicle (minor charge) within which the home page resides, (the
ccnet.com account).
7. NO DEFAULT ARXA recognizes the fact that the Service is provided by SPG
renting space on a commercial Internet provider. In the event that the
server through which SPG rents its space should fail to maintain
availability for any reason whatsoever, SPG shall be liable to refund to
ARXA that portion of the monthly rent which shall be calculated by dividing
the total number of hours unavailable by the total number of hours in the
month. In all other respects this Agreement shall remain in full force and
effect.
8. TERMINATION FOR NON-PAYMENT All accounts are due and payable on the first
business day of each and every month. In the event
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that any payment should be in arrears for a period of five days following
the due date, SPG may at its sole discretion terminate the Service pending
receipt of payment in full. In the event that ARXA shall not cure any
arrearage within five business days after written notice by SPG of
delinquency, SPG may cancel the Service. Such cancellation by SPG does not
in any way represent cancellation of any other terms and conditions of this
Agreement. All other terms and conditions shall survive and ARXA shall pay
the balance of the monthly rents remaining to be paid under this Agreement
as liquidated damages.
9. HOLD HARMLESS SPG shall in no way be responsible for the content of ARXA's
home page, product section page, or the content of any other page which is
carried by SPG, for which ARXA has supplied the content. ARXA agrees to
proof read the content of all pages before SPG places such content on the
ARXA World Wide Web Site. ARXA shall indemnify SPG, and hold SPG harmless
from, any loss or damages resulting from the content of ARXA's home page,
product section page, or any other page which is carried by SPG, for which
ARXA has supplied the content.
10. OPTIONS In addition to the consideration in Paragraphs 4 (18,000 shares)
and 5 (18,000 shares, or 45,000 shares if extended, ARXA shall issue to SPG
warrants to purchase 36,000 shares of ARXA common stock at a strike price
of $1.50 per share. Such warrants shall have an initial term of six months
and shall automatically be extended an additional six months if ARXA elects
to extend the term of this Agreement. Such warrants may be exercised in
whole or in part at any time during the term of this Agreement by SPG
giving written notice of exercise accompanied by payment in full for the
warrants exercised.
11. EFFECT OF PARTIAL INVALIDITY The invalidity of any part or provision of
this Agreement will not and shall not be deemed to affect the validity of
any other provision. In the event that any provision of this Agreement is
held to be invalid, the parties agree that the remaining provisions shall
be deemed to remain in full force and effect as if they had been executed
by both parties subsequent to the expungement of the invalid provision.
Signed as of this 13th day of May, 1998.
SP GROUP, INC.
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/s/ GEORGE BENTLEY
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By: George Bentley
ARXA INTERNATIONAL ENERGY, INC.
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/s/ L. CRAIG FORD
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By: L. Craig Ford
