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As filed with the Securities and Exchange Commission on: September 3, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
United Petroleum Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-310494
(State of incorporation) (I.R.S. Employer I.D. Number)
4867 North Broadway
Knoxville, Tennessee 37928
(Address of principal executive offices) (zip code)
UNITED PETROLEUM CORPORATION 1994 STOCK OPTION
AND STOCK BONUS PLAN AND THE 1996 AMENDMENT
Full Title of the Plan
Mr. Michael F. Thomas, President
United Petroleum Corporation
4867 North Broadway
Knoxville, Tennessee 37928
(Name and address of agent for service)
(423) 688-0582
(Telephone number, including area code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Title of
Class of Proposed Proposed
Securities Amount To Maximum Maximum
To Be Be Price per Offering Amount
Registered Registered(1) Share(2) Price of Fee
- ---------- ------------- -------- ----- ------
Common Stock, 1,500,000 $5.75 $8,625,000 $2,974.14
$.01 par value
- --------------
(1) This registration statement covers 1,500,000 shares, the increased
number of shares for which options may be granted or bonus shares issued
under the 1994 Stock Option and Stock Bonus Plan as the result of the 1996
Amendment Number Two to the 1994 Stock Option and Stock Bonus Plan. In
addition, this registration statement covers such additional indeterminate
number of shares of Common Stock as may be issued upon exercise of options
by reason of adjustments in the number of shares of Common Stock pursuant to
anti-dilution provisions contained in the plan under which the options were
granted. Because such additional shares of Common Stock will, if issued, be
issued for no additional consideration, no registration fee is required.
(2) Estimated solely for calculation of the amount of the registration fee.
All shares of Common Stock are being offered to employees (as said term is
defined in the General Instructions to the Form S-8) who are not restricted
as to the price or prices at which such securities may be sold. It is
anticipated that such securities will be offered at prices approximating
fluctuating market prices. Therefore, pursuant to Rule 457 of the Securities
Act of 1933, as amended, the registration fee has been calculated based upon
the higher of (i) the average of $5.75 per share and $6.00 per share, the
bid and asked prices of the Company's Common Stock on August 22, 1996 as
reported by The NASDAQ Stock Market, Small Cap Market, or (ii) the maximum
exercise price per share for shares of common stock issuable upon exercise
of options to purchase common stock.
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Prior Registration Statement
This registration statement on Form S-8 relates to registration
statements on Form S-8, file no. 33-86206, filed on November 8, 1994, which
registered shares issuable in accordance with the terms of the 1994 Stock Option
and Stock Bonus Plan, and which was amended by amendment filed with the
Securities and Exchange Commission on May 8, 1995, Registration Statement on
Form S-8, file no. 33-92054, and such registration statements are incorporated
by reference herein.
Additional Information
This registration statement of Form S-8 covers 1,500,000 shares, the
increased number of shares for which options may be granted or bonus shares
issued under the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended
by the 1996 Amendment Number Two to the Plan.
Item 8. Exhibits.
4.1 One Capital Advisory Agreement*
4.2 Wood Capital Associates Consulting Agreement*
4.3 United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan*
4.4 1995 Amendment to United Petroleum Corporation 1994 Stock Option and Stock
Bonus Plan**
4.5 1996 Amendment to United Petroleum Corporation 1994 Stock Option and Stock
Bonus Plan.
4.6 Agreement between M.A.G. & Associates, Inc. and United Petroleum
Corporation**
4.7 Agreement between Strategic Holdings Corporation and United Petroleum
Corporation
5.1 Opinion of Brenman Key & Bromberg, PC.*
5.2 Opinion of Robson & Miller, LLP
24.1 Consent of Dunn Creswell Sparks Smith Horne & Downing
24.2 Consent of Robson & Miller, LLP is contained in Exhibit No. 5.3
3
- ---------------
*Incorporated by reference to Registration Statement on Form S-8, no.
33-86206 filed on November 8, 1994.
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**Incorporated by reference to Registration Statement on Form S-8, no. 33-92054
filed on May 8, 1995.
[Rest of Page Intentionally Left Blank]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Knoxville, State of Tennessee, on August 29, 1996.
UNITED PETROLEUM CORPORATION
(Registrant)
By: /s/ Michael F. Thomas
------------------------
Michael F. Thomas, President
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons on behalf of the registrant and
in their capacities and on the dates indicated.
Signature Title Date
/s/ Michael F. Thomas Chief Executive August 29, 1996
- ------------------------------ Officer, and
Michael F. Thomas Director
/s/ Dwight S. Thomas Director August 30, 1996
- ------------------------------
Dwight S. Thomas
- ------------------------------ Director August ___, 1996
James F. Rose
/s/ William Ted Phillips, Jr. Director August 30, 1996
- ------------------------------
William Ted Phillips, Jr.
- ------------------------------ Director August ___, 1996
James R. Fitzgerald
L. Douglas Keene, Jr. Principal Financial August 29, 1996
- ------------------------------ and Accounting
L. Douglas Keene, Jr. Officer
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EXHIBIT 4.5
UNITED PETROLEUM CORPORATION
1996 AMENDMENT NUMBER TWO TO
1994 STOCK AND STOCK BONUS PLAN
The 1994 Stock Option and Stock Bonus Plan (the "Plan") of United
Petroleum Corporation (the "Company") is hereby amended as follows:
Paragraph 4(a) is hereby further amended to provide that the aggregate
number of shares of Common Stock as to which Options and Bonuses may be granted
from time to time under the Plan shall be increased from 700,000 (after
adjustment for a one for three reverse stock split shares, effective June, 1995)
to 2,200,000, giving effect to the one for three stock split shares.
This amendment to the Plan was approved by the Board of Directors of
the Company on April 17, 1996. If this Amendment is not approved by the
shareholders of the Company within 12 months of the date the Amendment was
approved by the Board of Directors of the Company as required by Section
411(b)(1) of the Internal Revenue Code, this Amendment and any options granted
thereunder shall be and remain effective, but the reference to Incentive Stock
Options in the Plan shall be deleted and all options granted pursuant to this
Amendment shall be Non-Qualified Stock Options pursuant to Section 7 of the
Plan.
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[LETTERHEAD OF STRATEGIC HOLDINGS CORPORATION]
March 17, 1996
United Petroleum Corporation
PO Box 18080
4867 North Broadway
Knoxville, TN 37928
Attention: Michael F. Thomas
Dear Michael,
Our efforts will focus on four specific areas:
1) Corporate Image and Direction
A) Create multi-purpose investor relations kit containing Corporate
Profile brochure executive bios, product fact sheets, product photos, background
Q & A, testimonials, etc.
B) Assist in the preparation of slides, videos and leave-behinds for the
road show as well as identifying appropriate analysis, brokers and potential
market makers for presentation.
C) Conduct appropriate Speaker's Training for corporate executives.
D) Schedule and participate in road show presentations.
E) Produce and place appropriate ads for United Petroleum Corporation in
targeted Publications.
2) Market Makers
A) Identify and target a cadre of potential market makers specific to the
oil and gas industry and those with a broader perspective of the industry.
B) Conduct appropriate MAIL and FAX campaigns on a regular basis to
inform the target audience of the potential of United Petroleum Corporation as
an emerging company.
C) Direct follow-up information on corporate growth, contracts and
acquisitions to the target audience.
3) Investor Relations
A) Conduct mass marketing to potential investors who have demonstrated an
interest in growth stocks.
B) Maintain regular contact with investors using Quarterly newsletter.
Establish 1-800 line for investor communications. Conduct routine Investor
Survey to determine any "problem" areas of potential investor dissatisfaction.
4) Media Relations
A) Write and place positive "Case History" stories on the company's
achievements and future plans for development in appropriate financial and trade
media.
B) Contact financial and technical writers to encourage them to do "Third
Party" stories on United Petroleum Corporation. Continue media contact on a
regular basis and as warranted by company's performance. Among those media to be
considered are Bloomberg Business News, INC., Business Week, Fortune, Dow Jones
News Service/Investor Report, Industry Week, Wall Street Journal, etc.
Additionally trade magazines and publications also will be contacted for
placement.
C) Encourage publications to consider United Petroleum Corporation for
awards such as "Fastest Growing Company," "Best Managed Company," etc.
Compensation:
United Petroleum Corporation agrees to issue to Strategic Holdings Corporation
1,125,000 Warrants to purchase shares of United Petroleum agrees promptly to
cause to be filed with the Securities and Exchange Commission, a registration
statement pursuant to Regulation S-8 with respect to 350,000 of the Warrants and
underlying shares provided for herein. In addition, at such time as the
remaining Warrants shall be exercised, United Petroleum agrees promptly to cause
to be filed with the Securities and Exchange Commission, a registration
statement pursuant to Regulation S-3 with respect to the shares issued upon such
exercise. The 775,000 Warrants to be issued hereunder the underlying shares of
which are to be registered pursuant to Regulation S-3 shall be assignable and
transferable by Strategic Holdings Corporation. The other warrants shall not be
transferable or assignable.
Very Truly Yours,
ACCEPTED:
Strategic Holdings Corporation
/s/ Russell Adler
- --------------------------------------
Russell Adler, President
AGREED:
United Petroleum Corporation
/s/ Michael F. Thomas
- ----------------------------
Michael F. Thomas
President/CEO
4/17/96
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UNITED PETROLEUM CORPORATION
4867 North Broadway
Knoxville, Tennessee 37918
March 17, 1996
Strategic Holdings Corp.
8881 North Lake Dasha Drive
Plantation, Florida 3324
Gentlemen:
This letter is intended to confirm the agreement of United Petroleum
Corporation ("UPC") to issue to Strategic Holdings Corp. the following number of
shares of common stock of UPC and warrants to purchase shares of common stock of
UPC at $2.25 per share:
United Petroleum Corporation agrees to issue to Strategic Holdings Corporation
1,125,000 Warrants to purchase shares of United Petroleum agrees promptly to
cause to be filed with the Securities and Exchange Commission, a registration
statement pursuant to Regulation S-8 with respect to 350,000 of the Warrants and
underlying shares provided for herein. In addition, at such times as the
remaining Warrants shall be exercised, United Petroleum agrees promptly to cause
to be filed with the Securities and Exchange Commission, a registration
statement pursuant to Regulation S-3 with respect to the shares issued upon such
exercise. The 775,000 Warrants to be issued hereunder the underlying shares of
which are to be registered pursuant to Regulation S-3 shall be assignable and
transferable by Strategic Holdings Corporation. The other warrants shall not be
transferable or assignable.
The shares and warrants are being issued in consideration of your
agreement to provide financial public relations and consulting services to UPC.
Please confirm you understanding of our arrangement and your brokerage
account information set forth below by signing the enclosed copy of this letter
and returning it to the undersigned.
We look forward to a long and successful relationship.
Very truly yours,
United Petroleum Corporation
/s/ Michael F. Thomas
- ----------------------------
Michael F. Thomas
President/CEO 4/17/96
ACCEPTED:
Strategic Holdings Corporation
/s/ Russell Adler
- ------------------------------
Russell Adler, President
Account Info:Smith Barney
150 S. Pine Island Rd.
Plantation, Florida 33324
Account No.: 6250363519157
Attention: Barry Klein
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EXHIBIT 5.2
[LETTERHEAD OF ROBSON & MILLER, LLP]
August 22, 1996
United Petroleum Corporation
4867 North Broadway
Knoxville, Tennessee 37928
Re: United Petroleum Corporation
Gentlemen:
We have acted as counsel to United Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement"), to be filed with the Securities and Exchange
Commission for the purpose of registering an aggregate of 1,500,000 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock"), of the
Company under the Securities Act of 1933, as amended (the "Act"), to be issued
upon proper exercise of various stock options or as bonus shares in accordance
with the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the
1995 Amendment and as further amended by the 1996 Amendment Number Two to the
Plan (collectively the "Amended Plan").
As counsel for the Company, we have examined and are familiar with the
Certificate of Incorporation and By-Laws of the Company, and all amendments
thereto. We are also familiar with the form of the Company's stock certificate,
the various stock option agreements and the Amended Plan pursuant to which
shares of Common Stock are to be issued, as well as all corporate proceedings
taken by the Company in connection with the authorization of the issuance of the
Shares. Throughout such examination we have assumed the genuineness of
signatures and accuracy and conformity to original documents of all copies of
documents supplied to us. As to questions of fact material to the opinion
expressed herein, we have, when relevant facts were not independently
determinable, relied upon information furnished to us by officers and directors
of the Company or their duly authorized agents or employees.
Based upon the foregoing, it is our opinion that the Shares to be
issued in accordance with the Amended Plan, when certificates therefor have been
duly executed and delivered and the
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consideration therefor duly paid, either as services performed for bonus shares,
or upon proper exercise of the several stock option agreements, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robson & Miller, LLP
Robson & Miller, LLP
jac/me
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EXHIBIT 24.1
[LETTERHEAD OF DUNN CRESWELL SPARKS SMITH HORNE & DOWNING]
Independent Auditors' Consent
The Board of Directors
United Petroleum Corporation
We consent to the reference to our firm under the caption "Experts"in
the Form S-8 (identified below) of United Petroleum Corporation and
Subsidiaries (UPET) and to the use in the Form S-8 of UPET of our report
dated April 8, 1996, on the consolidated balance sheets of UPET as of
December 31, 1995 and 1994, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for the years
then ended.
The Form S-8 is for the purpose of amending the consultants' stock
option plan.
/s/ Dunn Creswell Sparks Smith Horne & Downing
Certified Public Accountants
August 22, 1996
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EXHIBIT 24.2
[LETTERHEAD OF ROBSON & MILLER, LLP]
August 22, 1996
United Petroleum Corporation
4867 North Broadway
Knoxville, Tennessee 37928
Re: United Petroleum Corporation
Gentlemen:
We have acted as counsel to United Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement"), to be filed with the Securities and Exchange
Commission for the purpose of registering an aggregate of 1,500,000 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock"), of the
Company under the Securities Act of 1933, as amended (the "Act"), to be issued
upon proper exercise of various stock options or as bonus shares in accordance
with the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the
1995 Amendment and as further amended by the 1996 Amendment Number Two to the
Plan (collectively the "Amended Plan").
As counsel for the Company, we have examined and are familiar with the
Certificate of Incorporation and By-Laws of the Company, and all amendments
thereto. We are also familiar with the form of the Company's stock certificate,
the various stock option agreements and the Amended Plan pursuant to which
shares of Common Stock are to be issued, as well as all corporate proceedings
taken by the Company in connection with the authorization of the issuance of the
Shares. Throughout such examination we have assumed the genuineness of
signatures and accuracy and conformity to original documents of all copies of
documents supplied to us. As to questions of fact material to the opinion
expressed herein, we have, when relevant facts were not independently
determinable, relied upon information furnished to us by officers and directors
of the Company or their duly authorized agents or employees.
Based upon the foregoing, it is our opinion that the Shares to be
issued in accordance with the Amended Plan, when certificates therefor have been
duly executed and delivered and the
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consideration therefor duly paid, either as services performed for bonus shares,
or upon proper exercise of the several stock option agreements, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robson & Miller, LLP
Robson & Miller, LLP
jac/me
