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As filed with the Securities and Exchange Commission on September 10, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 13-3130236
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
444 Madison Avenue, Suite 3203, New York, NY 10022
(Address of principal executive offices) (zip code)
CONSULTANCY AGREEMENT WITH MAXIM TOLOKONNIKOV
(Full Title of the Plan)
Dr. George N. Faris, Chief Executive Officer
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
444 Madison Avenue
New York, New York 10022
(212) 688-3333
(Name, Address and telephone number including area code, of agent for service)
A copy of all communications, including communications sent to the agent for
service, should be sent to:
Charles Snow, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, N.Y. 10158-0125
(212) 687-3860
Approximate date of commencement of proposed sale to the public: Upon filing of
this registration statement
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- ------------- ------------ ---------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.08 par value 1,300,000 shs.(1) $1.026 $1,333,334 $370.67
</TABLE>
- ----------------------------
(1) Represents shares which may be issued to Maxim Tolokonnikov for consulting
services relating to the acquisition, development and commercial
exploitation of gas produced from a gas field in western Kazakstan pursuant
to a Consultancy Agreement dated May 20, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents filed by the Registrant under the Securities
Exchange Act with the Securities and Exchange Commission are incorporated by
reference in this registration statement.
(1) Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
including any amendment to that report.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999, including any amendments to those Reports.
(3) Proxy Statement dated June 15, 1999.
(4) Current Reports on Form 8-K dated March 1, 1999 and September 9, 1999,
including any amendments to those Reports.
(5) The description of the common stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-14905) filed pursuant to Section
12(g) of the Securities Exchange Act, including any amendment or report filed
for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Snow Becker Krauss P.C., counsel to the Registrant, owns 321,818 shares of
common stock, and SBK Investment Partners, an investment nominee of Snow Becker
Krauss P.C. owns 225,905 shares of common stock, all of which was issued to it
for legal fees and disbursements. Snow Becker Krauss P.C. is rendering an
opinion upon the validity of the securities being registered hereby.
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Item 6. Indemnification of Directors and Officers.
Under Section 78.7502 of the Nevada Corporation Law ("NCL"), directors and
officers may be indemnified against judgments, fines and amounts paid in
settlement and reasonable expenses (including attorneys' fees), actually and
reasonably incurred as a result of specified actions or proceedings (including
appeals), whether civil or criminal (other than an action by or in the right of
the corporation--a "derivative action") if they acted in good faith and for a
purpose which they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to amounts paid in settlement and reasonable
expenses (including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of such an action (including appeals),
except in respect of a claim, issue or matter as to which such person shall have
been finally adjudged to be liable to the corporation, unless and only to the
extent a court of competent jurisdiction deems proper.
In accordance with Section 78.037(1) of the NCL, Article VIII of the
Registrant's Certificate of Incorporation, as amended, eliminates the personal
liability of the Registrant's directors to the Registrant or its shareholders
for monetary damages for breach of their fiduciary duties as directors, with
certain limited exceptions set forth in said Article VIII and Section 78.037(1).
Article VII of the Registrant's Bylaws provides for indemnification of
directors, officers and others as follows:
"On the terms, to the extent, and subject to the condition
prescribed by statute and by such rules and regulations, not
inconsistent with statute, as the Board of Directors may in its
discretion impose in general or particular cases or classes of cases,
(a) the Corporation shall indemnify any person made, or threatened to
be made, a party to an action or proceeding, civil or criminal,
including an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture,
trust, employee benefit plan or other enterprise which any director or
officer of the Corporation served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate,
was a director or officer of the joint venture, trust, employee benefit
plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including
attorneys' fees of any such action or proceeding, or any appeal
therein, and (b) the Corporation may pay, in advance of final
disposition of any such action or proceeding, expenses incurred by such
person in defending such action or proceeding.
On the terms, to the extent, and subject to the conditions
prescribed by statute and by such rules and regulations, not
inconsistent with statute, as the Board of Directors may in its
discretion impose in general or particular cases or classes of cases,
(a) the Corporation shall indemnify any person made a party to an
action by or in the right of the Corporation to procure a judgment in
its favor, by reason of the fact that he, his testator or intestate, is
or was a director or officer of the Corporation, against the reasonable
expenses, including attorneys' fees, actually and necessarily incurred
by him in connection with the defense of such action, or in connection
with an appeal therein, and (b) the Corporation may pay, in advance of
final disposition of any such action, expenses incurred by such person
in defending such action or proceeding."
The Registrant maintains insurance, at its expense, to reimburse itself and
directors and officers of the Registrant and of its direct and indirect
subsidiaries against any expense, liability or loss arising out of
indemnification claims against directors and officers and to the extent
otherwise permitted under the NCL.
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INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE REGISTRANT
PURSUANT TO THE FOREGOING PROVISIONS, THE REGISTRANT HAS BEEN INFORMED THAT IN
THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE
UNENFORCEABLE.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
5.1 Opinion of Snow Becker Krauss P.C.
10.1* Form of Consultancy Agreement dated May 20, 1999 among the
Registrant, American International Petroleum Corporation
Kazakstan and Maxim Tolokonnikov.
23.1 Consent of Snow Becker Krauss P.C. (included in Exhibit 5.1)
23.2 Consent of Hein + Associates LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-8 (Registration No. 333- 77971) filed on May 7, 1999
Item 9. Required Undertakings.
The undersigned Registrant hereby undertakes:
(a)(l) To file, during any period in which offers or sales are being
made, a post-effective amendment 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,
represents 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;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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; and
(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 offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to any arrangement, provision 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
Securities Act and is, therefore, unenforceable. In the event that 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
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on 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 New York, State of New York, on September 9, 1999.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
By: /s/George M. Faris By: /s/ Denis J. Fitzpatrick
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George M. Faris Denis J. Fitzpatrick
Chief Executive Officer Chief Financial Officer
(Principal executive (Principal financial and
officer) accounting officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints George
N. Faris or Denis J. Fitzpatrick, his true and lawful attorney-in-fact and
agent, with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying all
that said attorney-in-fact and agent or his substitute or substitutes, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on September 9, 1999.
Signature Title
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/s/ George N. Faris Chief Executive Officer and
- --------------------------- Chairman of the Board of Directors
George N. Faris (principal executive officer)
/s/ Denis J. Fitzpatrick Chief Financial Officer
- --------------------------- (principal financial
Denis J. Fitzpatrick and accounting officer)
Director
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Donald G. Rynne
/s/ Daniel Y. Kim Director
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Daniel Y. Kim
Director
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William R. Smart
/s/ Richard W. Murphy Director
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Richard W. Murphy
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EXHIBIT 5.1
September 9, 1999
American International Petroleum Corporation
444 Madison Avenue
New York, New York 10022
Gentlemen:
We are counsel to American International Petroleum Corporation, a Nevada
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), of a registration statement on Form S-8 (the
"Registration Statement") relating to 1,300,000 shares (the "Shares") of the
Company's common stock, par value $.08 per share (the "Common Stock"). The
Shares may be issued to Maxim Tolokonnikov, a consultant, pursuant to a
Consultancy Agreement dated May 20, 1999.
We have examined such corporate documents and records and we have made such
investigations of law as we have deemed necessary or appropriate in order to
render the opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly organized, is validly existing
and in good standing under the laws of the State of Nevada.
2. The Shares have been duly authorized, and when issued in
consideration for the services contemplated by the
Consultancy Agreement, will be legally issued, fully paid and
non-assessable.
Our firm owns 321,818 shares of Common Stock, and an investment nominee of our
firm owns 225,905 shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference in the Registration Statement to
this firm under Item 5 captioned "Interests of Named Experts and Counsel." In
giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Snow Becker Krauss P.C.
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SNOW BECKER KRAUSS P.C.
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Exhibit 23.2
Independent Auditors Consent
The Board of Directors
American International Petroleum Corporation:
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, of our report dated March 30, 1999,
appearing on page F-1 of American International Petroleum Corporation's Annual
Report on Form 10-K/A for the year ended December 31, 1998.
HEIN + ASSOCIATES LLP
Houston, Texas
September 7, 1999
