<PAGE> 1
As filed with the Securities and Exchange Commission on September 1, 1998
Registration No. 033-66570
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED STATES EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1120323
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1560 Broadway, Suite 1900, Denver, Colorado 80202
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(Address of Principal Executive Offices) (Zip Code)
Non-Qualifying Stock Option Plan
--------------------------------
(Full title of the plan)
Andrew L. Blair, Jr., Esq., Sherman & Howard L.L.C.,
633 Seventeenth Street, Suite 3000, Denver, Colorado 80202
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(Name and address of agent for service)
(303) 297-2900
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(Telephone number, including area code, of agent for service)
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT IS
BEING FILED SOLELY TO DEREGISTER ALL
SHARES OF COMMON STOCK WHICH WERE
REGISTERED UNDER THIS REGISTRATION
STATEMENT AND WHICH HAVE NOT BEEN
ISSUED OR SOLD PRIOR TO THE DATE OF
FILING HEREOF
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PART I
United States Exploration, Inc., a Colorado corporation (the
"Company"), is filing this Post-Effective Amendment No. 1 to Form S-8
Registration Statement solely for the purpose of deregistering all the shares of
Common Stock registered pursuant to this Form S-8 Registration Statement which
have not been sold prior to the date of filing hereof. The Company originally
registered 160,000 shares of Common Stock for issuance under the United States
Exploration, Inc. Non-Qualifying Stock Option Plan (the "Plan"). The Company has
amended and restated the Plan and renamed it the "Amended and Restated 1990
Nonqualified Stock Option Plan." All shares issuable under the Amended and
Restated Plan have been registered under a new Form S-8 filed August 7, 1998,
Registration No. 333-60983.
PART II
Item 8. Exhibits.
None.
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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
Post-Effective Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Denver, Colorado, on August 18,
1998.
UNITED STATES EXPLORATION, INC.
By:/s/ Bruce D. Benson
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Bruce D. Benson
Chairman of the Board, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Bruce D. Benson Chairman of the Board, 8/18/98
- ----------------------------- Chief Executive Officer
Bruce D. Benson and President
(Chief Executive Officer)
/s/ F. Michael Murphy Vice President, Chief 8/18/98
- ----------------------------- Financial Officer and
F. Michael Murphy Secretary
(Chief Financial Officer)
/s/ R.L. Rogers Treasurer and Chief 8/18/98
- ----------------------------- Accounting Officer
Randall L. Rogers (Chief Accounting Officer)
/s/ T.W. Gamel Director 8/25/98
- -----------------------------
Thomas W. Gamel
/s/ Robert J. Malone Director 8/18/98
- -----------------------------
Robert J. Malone
/s/ Richard L. Robinson Director 8/18/98
- -----------------------------
Richard L. Robinson
</TABLE>
