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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)
Innovative Financial Strategies, a Division of Newkirk Investments, Inc.
Retainer 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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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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Common Stock
$.001 par value 25,000 $.84 $21,000 $6.20
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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
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5.13 Opinion of Richard C. Fox, Esq.
10.9 Retainer Agreement with Innovative Financial Strategies, a Division of
Newkirk Investments, Inc.
24.15 Consent of Richard C. Fox, Esq.
(contained in Exhibit 5.13)
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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, July 16,
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, 07/16/98
- --------------------------- Director
L. Craig Ford
/s/ L. Craig Ford Treasurer/CFO 07/16/98
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L. Craig Ford
/s/ Dennis McGrath Controller 07/16/98
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Dennis P. McGrath
/s/ William J. Bippus Director 07/16/98
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William J. Bippus
- -------------------------- Director 07/16/98
Gregory A. Stevens
- ------------------------- Director 07/16/98
Robert G. Farris, Sr.
/s/ Larry Keeler Director 07/16/98
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Larry R. Keeler
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EXHIBIT 5.13
FOX LAW OFFICES, P.A.
P.O. BOX 1097
PECOS, NEW MEXICO 87552
Telephone (505) 757-6411
Facsimile (505) 757-2411
July 16, 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
Innovative Financial Strategies, a Division of
Newkirk Investments, Inc. Retainer 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 Retainer Agreement with
Innovative Financial Strategies, a Division of Newkirk Investments, Inc.
dated July 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 Retainer 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 10.9
INNOVATIVE FINANCIAL STRATEGIES, A DIVISION OF NEWKIRK INVESTMENTS, INC.
RETAINER AGREEMENT
This agreement is made and entered into this 13th day of July, 1998 by and
between Innovative Financial Strategies, a Division of Newkirk Investments,
Inc. of 100 East Linton Blvd., Suite 407B, Delray Beach, Florida 33483 and
ARXA International, 110 Cypress Station Drive, Suite 280, Houston, Texas
77090.
WHEREAS, Innovative Financial Strategies, is a consulting firm with publicly
traded company contacts as well as certain oil and gas mergers and
acquisition target contacts;
WHEREAS, the Company is publicly held with its common stock trading on the
OTC Market;
WHEREAS, Innovative Financial Strategies will introduce potential qualified
candidates for merger or acquisitions;
WHEREAS, Innovative Financial Strategies is willing to accept the Company as
a client;
NOW THEREFORE, in consideration of the mutual premises and covenants set
forth herein, it is agreed.
1. ENGAGEMENT: The Company hereby engages Innovative Financial Strategies
to locate possible candidates for acquisition or merger possibilities.
2. TERM: The services to be rendered under this Agreement shall commence
upon execution of the Agreement and shall continue for a period of (180)
days, this agreement shall be re-negotiated for another (180) days or
longer.
3. TERMINATION: The Company may terminate this Agreement by providing
Innovative Financial Strategies with written notice of termination any
time during the term of this Agreement. Upon termination neither party
shall have any continuing duty on obligation whether financial or
otherwise, to the other party except those obligations as contained in
paragraph 10, shall survive the termination of this Agreement.
4. COMPENSATION AND EXPENSES: In consideration of the Services to be
performed by Innovative Financial Strategies, the Company agrees to pay
Innovative Financial Strategies, a retainer fee of 25,000 free trading
shares of ARXA common stock plus reasonable, approved, out of pocket
expenses. In addition, should Innovative Financial Strategies identify
appropriate merger or acquisition targets and ARXA successfully
consummates a merger or acquisition, ARXA will pay to Innovative
Financial Strategies a negotiated finders fee.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The company hereby
represents warrants to Innovative Financial Strategies with each
representation and warranty being deemed to be material, that:
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A) The execution and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company in
accordance with applicable law, and, to the extent required, by the
requisite number of shareholders.
B) This performance by the Company of this Agreement will not violate
any applicable court decree, law or regulations, nor will it
violate any provisions of the organization documents of the Company
or any contractual obligation by which the Company may be bound.
C) The Company will promptly deliver to Innovative Financial
Strategies all relevant materials, including, but not limited to
corporate reports, brochures, and similar documents;
D) The Company will promptly deliver to Innovative Financial
Strategies a list of names and addresses of all shareholders of the
Company of which it is aware.
E) The Company will promptly deliver to Innovative Financial
Strategies a list of brokers and market makers of the Company's
securities which have been following the Company.
F) All information the Company provides to Innovative Financial
Strategies shall be in all material respects true, accurate,
complete and not misleading; and
G) The Company will act diligently and promptly in reviewing materials
submitted to it by Innovative Financial Strategies to enhance
timely distribution of the materials and will inform Innovative
Financial Strategies in writing of any inaccuracies contained
therein prior to the projected publication date.
6. REPRESENTATIONS AND WARRANTIES OF INNOVATIVE FINANCIAL STRATEGIES:
A) Newkirk Investments, Inc. is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization;
B) Newkirk Investments, Inc., has all the requisite corporate power
and authority to enter into this Agreement and to render the
services contemplated hereby;
C) The execution and delivery of this Agreement and services to be
performed hereunder have been duly authorized by all necessary
corporate action on the part of Newkirk Investments, Inc., and;
D) The performance by Innovative Financial Strategies, of the
Agreement will not violate any applicable court decree, law or
regulation, nor will it violate any contractual obligation by which
Innovative Financial Strategies may be bound.
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7. DISCLAIMER: INNOVATIVE FINANCIAL STRATEGIES; MAKES NO REPRESENTATION OR
WARRANTY THAT ITS SERVICES WILL RESULT IN AN ACQUISITION OR MERGER.
8. OWNERSHIP OF MATERIAL; COMPANY'S RIGHT TO REVIEW AND APPROVE; All rights
title and interest in and to materials to be provided by Innovative
Financial Strategies in rendering its services under this Agreement
shall be and remain the sole and exclusive property of Innovative
Financial Strategies.
9. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address set for herein, or at such other address as to
which notice pursuant to this paragraph may be given by personal
delivery, certified mail, express mail, or facsimile. Notices shall be
deemed given upon the earlier of actual receipt or two business days
after being mailed or delivered.
Notices shall be addressed to: Innovative Financial Strategies
a Division of Newkirk Investments, Inc.
100 East Linton Blvd., Suite 407B
Delray Beach, FL 33483
Notices shall be addressed to: ARXA International Energy, Inc
110 Cypress Station Dr. Suite 280
Houston Texas 77090
10. SEVERABILITY; If one or more of the provisions of this Agreement shall
be held invalid illegal, or unenforceable in any respect such
provisions, to the extent held invalid, illegal or unenforceable, and
provided that such provision is not essential to the transaction
provided for this Agreement, shall not affect any other provision
contained herein, and this Agreement shall be construed as if such
provision had never been contained herein
AGREED TO THIS 13th DAY OF JULY, 1998
INNOVATIVE FINANCIAL STRATEGIES, A DIVISION OF NEWKIRK INVESTMENTS, INC.
BY: /s/ Anthony Tamasso
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MR. ANTHONY TAMASSO
ARXA INTERNATIONAL ENERGY, INC
BY: /s/ L. Craig Ford
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MR. CRAIG FORD, PRESIDENT
