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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.)
530 Wells Fargo Drive, Suite 310, Houston, Texas 77090
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(Address of Principal Executive Offices) (ZIP CODE)
Gestion Bersoti Investor Relations Consulting Contract
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(Full title of the Plan)
L. Craig Ford, President
530 Wells Fargo Drive, Suite 310
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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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 300,000 $.25 $75,000 $ 22.13
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(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
5.19 Opinion of Richard C. Fox, Esq.
10.15 Consulting Agreement with Gestion Bersoti TBF LTEE.
24.21 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.19)
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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, September 1, 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, 09/01/98
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L. Craig Ford
/s/ L. Craig Ford Treasurer/CFO 09/01/98
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L. Craig Ford
/s/ Dennis P. McGrath Controller 09/01/98
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Dennis P. McGrath
/s/ William J. Bippus Director 09/01/98
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William J. Bippus
/s/Gregory A. Stephens Director 09/01/98
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Gregory A. Stephens
Director 09/01/98
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Robert G. Farris, Sr.
/s/ Larry R. Keeler Director 09/01/98
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Larry R. Keeler
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EXHIBIT 5.19
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
September 2, 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
Gestion Bersoti TBF LTEE
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 Investor Relations Consulting Contract with Gestion
Bersoti TBF LTEE dated September 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 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 10.15
INVESTOR RELATIONS CONSULTING CONTRACT
This Agreement is made and entered into as of the 1st day of September,
1998 between Gestion Bersoti TBF LTEE (the "Consultant") and ARXA International
Energy, Inc. (the "Company").
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Company hereby engages the Consultant on a nonexclusive basis for
the term specified in Paragraph 2 hereof to render consulting advice to the
Company as a public relations specialist relating to corporate and similar
matters upon the terms and considerations set forth herein. During the
term of this Agreement, the Consultant and the Company intend to evaluate
the possibilities for additional engagements that may be embodied in one or
more separate written agreements.
2. Except as otherwise specified herein, this Agreement shall be
effective for six (6) months from the date hereof, until it is
terminated by either party upon thirty (30) days written notice
received by either the Consultant or the Company.
3. During the term of this Agreement, the Consultant shall provide the
Company with such regular and customary consulting advice as is
reasonably requested by the Company, provided that the Consultant
shall not be required to undertake duties not reasonable within the
scope of the consulting services contemplated by this Agreement. It is
understood and acknowledged by the parties that the value of the
Consultant's advice is not readily quantifiable, and that the
Consultant shall be obligated to render advice upon the request of the
Company, in good faith and on a best efforts basis, but shall not be
obligated to spend any specific amount of time in so doing. The
Consultant's duties may include, but will not necessarily be limited
to, providing recommendations to the Company concerning the following
matters:
A. Assist the Company in public relations matters generally.
B. Rendering advice and assistance to the Company generally in
connection with the preparation of public announcements.
C. Assisting the Company in promotion of the company.
D. Assisting the Company in public relations with stockholders,
brokers, and investors.
4. In consideration for the services rendered by the Consultant to the
Company pursuant to this Agreement, the Company shall compensate the
Consultant as follows:
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(a) Effective upon the execution of this Agreement, the Company will
issue to the Consultant 300,000 common shares (free trading) of
the Company.
(b) Effective upon the execution of this Agreement, the Company
grants to the Consultant, an option to purchase 300,000 common
shares of the Company at the price of $.05 per share. This
option must be exercised within one year.
(c) The Company agrees to include any shares under option received by
the Consultant hereunder in its next succeeding registration
statement at the Company's sole cost and expense.
5. The Company recognizes and confirms that, in advising the Company and
fulfilling its engagement hereunder, the Consultant will use and rely
on data, material and other information furnished to the Consultant by
the Company. The Company acknowledges and agrees that in performing
its services under this engagement, the Consultant may rely upon the
data, material and other information supplied by the Company without
independently verifying the accuracy, completeness or veracity of
same. Accordingly, the Company expressly agrees that all data,
material and other information furnished to the Consultant by the
Company shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstance
under which they were made, not misleading.
6. The Consultant shall perform its services hereunder as an independent
contractor and not as an employee of the Company or an affiliate
thereof. It is expressly understood and agreed to by the parties
hereto that the Consultant shall have no authority to act for,
represent or bind the Company or any affiliate thereof in any manner,
except as may be agreed to expressly by the Company in writing from
time to time.
7. (a) This Agreement constitutes the entire Agreement and understanding
of the parties hereto, and supersedes any and all previous agreements
and understandings, whether oral or written, between the parties with
respect to the matters set forth herein.
(b) All notices, requests, demands and other communications required
or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given when personally delivered, sent
by registered or certified mail, return receipt request, postage
prepaid, or by private overnight mail service (e.g. Federal
Express) to the party at the address set forth below or to such
other address as either party may hereafter give notice of in
accordance with the provisions hereof:
If to the Company: ARXA International Energy, Inc
530 Wells Fargo Drive, Suite 310
Houston, Texas 77090
If to the Consultant: Gestion Bersoti TBF LTEE
5720 Gavendish Boulevard, Suite 1005
Cote Saint Luc, Quebec
Canada H4W 1S9
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(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of counterparts,
each of which together shall constitute one and the same original
documents.
(e) No provision of this Agreement may be amended, modified or
waived, except in writing signed by all of the parties hereto.
If the foregoing correctly sets forth the understanding between the
Consultant and the Company with respect to the foregoing, please so indicate
your agreement by signing in the place provided, at which time this letter shall
become a binding contract.
The parties agree that the present Agreement be drawn up in the English
Language. Les parties declarent qu'ils ont exige que le present entete soit
ecrit dans la langue anglaise.
Accepted and agreed:
ARXA International Energy, Inc Gestion Bersoti TBF LTEE
By: /s/ L. Craig Ford By: /s/ Cynthia Gardner
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L. Craig Ford Cynthia Gardner
