As filed with the Securities and Exchange Commission on December 27, 2000
Registration No. 333 - __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CROWN ENERGY CORPORATION
------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0368981
---- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
215 South State, Suite 650
Salt Lake City, UT 84111
------------------------
(Address of principal executive
offices) (zip code)
THE CROWN ENERGY LONG TERM
EQUITY-BASED INCENTIVE PLAN
---------------------------
(Full title of the plan)
JAY MEALEY
President and Chief Executive Officer
Crown Energy Corporation
215 South State, Suite 650
Salt Lake City, UT 84111
------------------------
(Name and address of agent for service)
(801) 537-5610
--------------
(Telephone number, including
area code, of agent for service)
<PAGE>
WITH COPIES TO:
Gregory E. Lindley
Ray, Quinney & Nebeker
79 South Main Street, Suite 500
Salt Lake City, UT 84111
<TABLE>
<CAPTION>
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Calculation of Registration Fee
----------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Offering Registration Fee
Per Share(2) Price(2)
------------------------- -------------------- -------------------------- ------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000(3) $.085 $170,000 $44.88
$.002 par value
------------------------- -------------------- -------------------------- ------------------------- ------------------
</TABLE>
1 This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable under the Plan in the event
of stock dividends, mergers, reorganizations, split-ups, combinations,
recapitalizations or other changes in Common Stock.
2 Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee. Based on the last reported sales price per share of
Common Stock of Crown Energy Corporation, as reported on November 28, 2000.
3 Represents shares of Common Stock underlying certain options to purchase
Common Stock issued to certain employees and members of the Board of
Directors of the company. Please refer to the Selling Stockholders section
of this document.
EXPLANATORY NOTE
Crown Energy Corporation has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register certain shares of common stock, $.002
par value per share, issued to a selling stockholders upon the exercise of
options issued under the Plan.
Under cover of this Form S-8 is a Reoffer Prospectus for Crown Energy
prepared in accordance with Part I of Form S-3 under the 1933 Act. The Reoffer
Prospectus may be utilized for reofferings and resales of up to 1,350,000 shares
of common stock acquired by certain of the selling stockholders.
2
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) of the 1933 Act.
Such documents need not be filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
REOFFER PROSPECTUS
Crown Energy Corporation
215 South State, Suite 650
Salt Lake City, UT 84111
(801) 537-5610
2,000,000 SHARES OF COMMON STOCK
The shares of common stock, $.002 par value per share, of Crown Energy
offered hereby will be sold from time to time by holders of certain options to
purchase Common Stock, if, and only if, such options are exercised and Common
Stock purchased pursuant to the terms of the agreements under which the options
were issued to the selling stockholders. These shares constitute the Common
Stock underlying options to purchase Common Stock granted to certain employees
and members of the Board of Directors of Crown Energy.
The sales may occur in transactions in the over-the-counter market at
prevailing market prices or in negotiated transactions. Crown Energy will not
receive proceeds from any of these sales but will receive proceeds if and when
the options are exercised. Crown Energy is paying for the expenses incurred in
registering the shares.
The shares are "restricted securities" under the Securities Act of 1933
(the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the shares under the
1933 Act to allow for future sales by selling stockholders who are directors or
executive officers of Crown Energy to the public without restriction. To Crown
Energy's knowledge, none of these selling stockholders have any arrangement with
any brokerage firm for the sale of the shares. Each of these selling
stockholders may be deemed to an "underwriter" within the meaning of the 1933
Act. Any commissions received by a broker or dealer in connection with resales
of the shares may be deemed to be underwriting commissions or discounts under
the 1933 Act.
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Crown Energy's common stock is traded in the over-the-counter market
and quoted on the NASD OTC Bulletin Board under the symbol "CROE." On November
28, 2000 closing bid price for the common stock, as reported on the NASD OTC
Bulletin Board, was $.085 per share.
This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 7.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this Reoffer Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
December 26, 2000
4
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TABLE OF CONTENTS
Page
WHERE YOU CAN FIND MORE INFORMATION..........................................5
INCORPORATED DOCUMENTS.......................................................6
THE COMPANY..................................................................6
RISK FACTORS.................................................................8
MCNIC Lawsuit.............................................................8
Crown Energy's Lawsuit...................................................10
Recent Operating Results.................................................10
USE OF PROCEEDS.............................................................10
SELLING STOCKHOLDERS........................................................10
PLAN OF DISTRIBUTION........................................................10
LEGAL MATTERS...............................................................11
EXPERTS ....................................................................11
You should only rely on the information incorporated by reference or
provided in this Reoffer Prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this Reoffer Prospectus or any supplement is
accurate as of any date other than the date on the front of this Reoffer
Prospectus Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Crown Energy files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:
450 Fifth Street, N.W. Seven World Trade Center Northwest Atrium Center
Washington, DC 20549 13th Floor 5000 West Madison Street
New York, NY 10048 Suite 1400
Chicago, IL 60661
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http:\\www.sec.gov).
5
<PAGE>
INCORPORATED DOCUMENTS
The SEC allows Crown Energy to "incorporate by reference" information
into this Reoffer Prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer Prospectus.
All documents filed or subsequently filed by Crown Energy under
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before the termination of
this offering, are incorporated by reference specifically, including:
(a) Crown Energy's Form 10-K for the year ending December 31,
1999;
(b) Crown Energy's Form 10-Q for the quarters ending March 31,
2000, June 30, 2000 and September 30, 2000;
(c) Crown Energy's reports on Form 8-K, filed June 6, 2000, June
28, 2000, August 4, 2000 and September 19, 2000;
(d) Crown Energy's Definitive Schedule 14A filed on May 1, 2000.
The Company will provide, without charge to each person to whom a copy
of this Reoffer Prospectus is delivered, upon oral or written request, a copy of
any or all documents incorporated by reference into this Reoffer Prospectus
(excluding exhibits unless the exhibits are specifically incorporated by
reference into the information the Reoffer Prospectus incorporates). Requests
should be directed to Crown Energy Corporation, 215 South State, Suite 650, Salt
Lake City, UT 84111, telephone number (801) 537-5610.
THE COMPANY
Crown Energy Corporation is a Utah corporation that specializes in the
production, manufacturing, and distribution of premium asphalt products to meet
the new, higher quality standards for federal and state highways. The Company is
based in Salt Lake City, Utah and operates primarily through two wholly-owned
subsidiaries, Crown Asphalt Corporation and Crown Asphalt Products Company, both
of which are Utah corporations. Crown Asphalt Corporation operates the asphalt
production business through its minority interest in Crown Asphalt Ridge,
L.L.C., a Utah limited liability company, and Crown Asphalt Products Company
operates the asphalt manufacturing and distribution business and holds a
majority interest in Crown Asphalt Distribution, L.L.C., a Utah limited
liability company. Crown Asphalt Distribution, L.L.C. owns a majority interest
in Cowboy Asphalt Terminal, L.L.C., a Utah limited liability company.
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We were formed in 1981 as an oil and gas production company. We changed
our business focus to concentrate on the production and distribution of premium
asphalt products in 1995. Most of our revenues for 1998 and 1999 were recorded
as a result of Crown Distribution's asphalt product sales.
Crown Energy and MCNIC Pipeline & Processing Company and MCN Energy
formed a joint venture in the asphalt business in the United States. MCNIC is a
wholly-owned subsidiary of MCN Energy Group, Inc. (NYSE:MCN), a large
diversified energy holding company. In August 1997, we formed Crown Ridge with
MCNIC and MCN Energy to construct, own and operate an asphalt oil sand
production facility at Asphalt Ridge, near Vernal, Utah in northeast Utah. To
date, Crown Ridge has invested approximately $25 million in the facility. During
the start-up of the facility, Crown Ridge experienced mechanical and process
difficulties that affected production economics. Crown Ridge is currently
conducting a pilot study to develop a solution to these problems. Should such
delays continue, or should the facility be unable to operate economically, the
Company believes this would significantly impact Crown Ridge's ability to
continue as a going concern and would adversely impact the Company's operations
and financial condition. Crown Asphalt Corporation presently owns approximately
a 25% equity interest in Crown Ridge and MCNIC and MCN Energy holds the
remaining approximately 75% equity interest. Crown Asphalt Corporation has the
right to acquire up to a 60% equity interest in Crown Ridge contingent, however,
upon MCNIC's and MCN Energy's receipt of certain preferential returns and Crown
Ridge's election to pursue certain expansion opportunities.
In June 1998, Crown Energy, through Crown Asphalt Products Company,
entered into a joint venture by forming Cowboy Asphalt Terminal, L.L.C., a Utah
limited liability company with Foreland Asphalt Corporation, a Utah corporation
engaged in the asphalt roofing products business Cowboy Asphalt Terminal was
formed to acquire an asphalt terminal and its underlying real property located
in North Salt Lake City, Utah. The asphalt terminal property of Cowboy Asphalt
Terminal was apportioned and portions designated for the exclusive uses of
either Crown Asphalt Products Company or Foreland, each of which will retain all
revenues and profits generated from their respective exclusive operations. Crown
Distribution, through the exercise of an option on or about December 21, 1998,
owns 66.67% of Cowboy Asphalt Terminal and the remaining 33.33% is owned by
Foreland.
On July 2, 1998, Crown Distribution was formed as a second joint
venture between Crown Energy (through its Crown Asphalt Products Company
subsidiary) and MCNIC and MCN Energy. Crown Distribution is owned 50.01% by
Crown Asphalt Products Company and 49.99% by MCNIC and MCN Energy. Crown
Distribution was formed to acquire the inventory and assets of Petro Source
Asphalt Company, a Texas corporation. By completing this acquisition, Crown
Energy acquired ownership or leasehold interests in certain asphalt
manufacturing and distribution facilities located in Utah, Arizona, Colorado and
Nevada. These facilities enable Crown Energy to manufacture a broad range of
performance asphalt products for sale to its customers in the western United
States.
7
<PAGE>
On May 12, 1999, Crown Asphalt Products Company entered into an
agreement to acquire an asphalt distribution terminal in Rawlins, Wyoming and
the related asphalt inventory for $2,291,571 from S&L Industrial, a Wyoming
corporation. The Rawlins, Wyoming asphalt terminal expands Crown Energy's
asphalt manufacturing and distribution operations in the Western United States.
Crown Energy, and Crown Asphalt Products Company and MCNIC and MCN Energy agreed
to jointly own these assets in a new, separate joint venture, Crown Distribution
II, L.L.C., a Utah limited liability company that will be controlled by Crown
Asphalt Products Company when MCNIC fulfills certain conditions and the
transaction is completed.
Crown Energy's revenues during the year ended December 31, 1999 were
generated primarily through Crown Distribution asphalt product operations. The
Company's control of Crown Distribution and the Rawlins Asphalt Terminal,
through Crown Asphalt Products Company, complement the Crown Energy's interest
in Crown Ridge (more specifically, its anticipated asphalt production at the
newly constructed Vernal, Utah facility). The asphalt manufacturing and
distribution capabilities of Crown Distribution and Crown Asphalt Products
Company offer vertical integration for Crown Energy's operations - Crown Energy
can now produce, transport, store, process, blend, manufacture and sell finished
asphalt products in its Western United States target market. These operations
rely primarily upon the purchase of asphalt, additives, modifiers and other raw
materials used to manufacture the finished asphalt products from third party
suppliers. As Crown Ridge's extraction and processing operations at the Vernal
facility produce commercial quantities of asphalt products, Crown Energy's
management expects that all of such products will be marketed, distributed and
sold through Crown Distribution's asphalt terminals, thereby displacing some of
the raw materials purchased by Crown Distribution from third party suppliers for
resale. As reflected elsewhere within this Reoffer Prospectus, however, no
assurance can be given when, or if at all, commercially viable production at
Crown Energy at levels comparable to those approved in its most recent annual
operating plan.
RISK FACTORS
In this section, we highlight some of the risks associated with Crown
Energy's business and operations. Prospective investors should carefully
consider the following risk factors when evaluating an investment in the common
stock offered by the Reoffer Prospectus.
(a) MCNIC Lawsuit. Crown Energy is the majority owner of Crown
Distribution as described above. Pursuant to the Crown Distribution Operating
Agreement, MCNIC, the other member of Crown Distribution, advanced sums to Crown
Distribution under a working capital loan and made additional advances under a
line of credit facility. Crown Energy maintains that the working capital loan
has been replaced by the line of credit facility that is not yet due or payable
and that the line of credit is to be repaid solely out of the cash flow from
Crown Distribution.
8
<PAGE>
On March 27, 2000, MCN Energy and MCNIC delivered to Crown Distribution
a notice of default with respect to the original working capital loan, and
demanded payment of the outstanding principal balance plus all interest accrued
thereon. Subsequently, Crown Energy has engaged in discussions with MCN Energy
and MCNIC in an attempt to settle the claims and demands made by MCN Energy and
MCNIC against Crown Distribution.
On June 20, 2000, MCNIC filed a Complaint in the Third Judicial
District Court, Salt Lake County, Utah, against Crown Distribution. The action
seeks to foreclose MCNIC's alleged mortgage and security interest in and to
certain real and intangible personal properties of Crown Distribution, which
properties constitute a substantial part of the operating assets of Crown
Distribution.
MCNIC alleges that Crown Distribution is in default on a promissory
note evidencing a loan to Crown Distribution in the amount of $7,141,930. MCNIC
further alleges that, together with additional advances made to Crown
Distribution by MCNIC, Crown Distribution owes in excess of $15,000,000. In
short, MCNIC seeks recovery of not less than $15,000,000, together with interest
at the rate of 18% from January 1, 2000 until paid in full. The Complaint also
seeks the appointment of a receiver to ensure and protect the interests of MCNIC
in the property of Crown Distribution, pending a determination by the Court of
the merits of the Complaint.
Although MCNIC's Complaint alleges that its loan (which Crown Energy
maintains was replaced by the working capital line of credit) was secured by a
lien, security interest in and pledge of certain property of Crown Distribution,
Crown Distribution is reviewing these allegations and the validity and extent,
if any, of MCNIC's security interests, and therefore may seek to disclaim,
invalidate or otherwise prevent enforcement of any such interests.
Crown Energy intends to vigorously defend against this litigation.
Crown Energy's management believes that the Crown Energy has certain available
claims, defenses and counterclaims. Management also believes that certain of
MCNIC's allegations are lacking in either legal or factual basis. Therefore, on
August 1, 2000, Crown Distribution filed its Answer and Counterclaims to the
MCNIC Complaint and named additional counterclaim defendants, MCN and certain
officers of MCN and MCNIC. The Answer and Counterclaims substantially denied all
of the allegations set forth in the MCNIC Complaint and alleged numerous
counterclaims. However, litigation is inherently uncertain and Crown Energy is
therefore unable to predict, to any degree of certainty, the probable outcome of
the litigation. Investors should note that, in the event MCNIC prevails in the
action against Crown Distribution, and depending upon the extent and nature of
any relief granted by the Court, Crown Distribution may be severely and
adversely impacted and may lose possession of some or all of its primary assets
and sources of revenues. Further, since Crown Distribution provides a very
significant portion of Crown Energy's revenues from operations, Crown Energy is
likely to be materially and adversely impacted by any adverse outcome of MCNIC's
litigation On the other hand, interested persons should note that, subject of
course to available equitable and other creditor remedies, neither the MCNIC
working capital loan or working capital line to Crown Distribution contain
cross-default provisions giving MCNIC any right to declare a default or to seek
control or possession over the assets or operations of Crown Ridge or the
Company's interest in Crown Ridge or any other assets of the Company.
9
<PAGE>
(b) Crown Energy's Lawsuit. On July 25, 2000, Crown Energy brought suit
against MCN Energy, MCNIC and certain officers of MCN Energy and MCNIC. The suit
was brought in the United States District Court for the District of Utah,
Central Division.
Crown Energy's action arises from the joint venture between Crown
Energy and MCN Energy and MCNIC with regard to the asphalt business in the
Western United States involving the mining, processing, storage, manufacture,
and marketing of asphalt. Plaintiffs allege claims against defendants for breach
of fiduciary duties, economic duress, breach of implied covenants of good faith
and fair dealing, breach of contracts, estoppel, intentional interference, and
trade libel and slander of title as a result of defendants' wrongful and bad
faith conduct in the joint venture relationship. Damages of an amount exceeding
$100 million are sought on plaintiffs' claims for breach of fiduciary duties,
economic duress, and breach of implied covenants of good faith and fair dealing,
with the full amount of damages on all claims to be proven at trial.
(c) Recent Operating Results. Crown Energy has experienced operating
losses for the past four fiscal years and past three fiscal quarters. While
Crown Energy believes that its operations will eventually become profitable,
they may not.
USE OF PROCEEDS
Crown Energy will not receive any of the proceeds from the sale of
shares of common stock by the selling stockholder but will receive proceeds from
the exercise of the options, if and when exercised.
SELLING STOCKHOLDERS
The shares to which this Reoffer Prospectus relates are being
registered for reoffers and resales by selling stockholders, who are directors
or executive officers of Crown Energy and who may acquire the shares pursuant to
options to purchase Common Stock granted to them. The selling stockholders may
resell all, a portion or none of such shares from time to time.
PLAN OF DISTRIBUTION
The selling stockholders may sell the shares for value from time to
time under this Reoffer Prospectus in one or more transactions on the NASD OTC
Bulletin Board, in a negotiated transaction or in a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices otherwise negotiated. They may effect
such transactions by selling the shares to or through brokers-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders and/or the purchasers
of the shares for whom such broker-dealers may act as agent) which compensation
may be less than or in excess of customary commissions).
10
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The selling stockholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the shares sold by them may be deemed to be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the selling stockholders will be borne by the selling stockholders.
In addition to any shares sold hereunder, the selling stockholders may,
at the same time, sell any shares of common stock, including the shares owned by
them in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the selling stockholders will sell all or
any portion of the shares offered.
Crown Energy will pay all expenses in connection with this offering and
will not receive any proceeds from sales of any shares by the selling
stockholders, but will receive proceeds, if and when the Options are exercised.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Crown Energy by Ray, Quinney & Nebeker, Salt Lake City, UT.
EXPERTS
The financial statements and the related financial statement schedule as
of December 31, 1999 and 1998, and for the years then ended, incorporated in
this prospectus by reference from the Company's Annual Report on Form 10-K have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The statement of operations, stockholders' equity and cash flows for the
year ended December 31, 1997 have been incorporated by reference in this
Registration Statement in reliance on the report of Pritchett, Siler & Hardy,
P.C., independent accountants, given on authority of that firm as experts in
accounting and auditing.
11
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Crown Energy Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) The Registrant's reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000;
(c) The Registrant's reports on Form 8-K, filed June 6, 2000, June
28, 2000, August 4, 2000 and September 19,2000 and
(d) The Registrant's Definitive Schedule 14A, filed May 1, 2000.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c) 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Incorporation provide for the
indemnification of the Registrant's directors and officers to the fullest extent
permitted by the Utah Revised Business Corporation Act ("URBCA"). The liability
of directors and officers of the Registrant is limited such that a director or
officer is not liable to the Registrant or its stockholders for any action taken
or any failure to take any action, as an officer or director, as the case may
be, unless:
(a) the director or officer has breached or failed to perform the
duties of the office in compliancess. 16-10(a)-841 of the URBCA; and
(b) the breach or failure to perform constitutes gross negligence,
willful misconduct, or intentional infliction of harm on the Registrant or its
stockholders.
Directors of the Registrant are personally liable if such director votes for or
assents to an unlawful distribution under the URBCA or the Registrant's Articles
of Incorporation.
The Registrant will pursuant to ss. 16-10a-902 of the URBCA, indemnify
an individual, made party to a proceeding because he was a director, against
liability incurred in the proceeding if:
(a) the director's conduct was in good faith;
(b) the director reasonably believed that his conduct was in, or not
opposed to, the Registrant's best interests; and
(c) in the case of any criminal proceeding, he has no reasonable cause
to believe his conduct was unlawful; provided that, the Registrant may not
indemnify the same director if (i) indemnification is sought in connection with
a proceeding by or in the right of the Registrant in which the director was
adjudged liable to the Registrant; or (ii) indemnification is sought in
connection with any other proceeding charging that the director derived an
impersonal personal benefit, whether or not including action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.
Indemnification under this section in connection with a proceeding by or in the
right of the Registrant is limited to reasonable expenses incurred in connection
with the proceeding.
In accordance with ss. 16-10a-903 of the URBCA, the Registrant shall
indemnify a director or an officer, who is successful on the merits or
otherwise, in defense of any proceeding, or in the defense of any claim, issue
or matter in the proceeding, to which he was a party because he is or was a
director or an officer of the Registrant, as the case may be, against reasonable
expenses incurred by him in connection with the proceeding or claim with respect
to which he has been successful.
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In accordance with ss. 16-10a-1-904 of the URBCA, the Registrant will
pay or reimburse the reasonable expenses incurred by a party to a proceeding in
advance of the final disposition of the proceeding, provided that:
(a) the director furnishes the corporation a written affirmation of his
good faith belief that he has met the applicable standard of conduct described
inss.16-10a-902 of the URBCA;
(b) the director furnishes to the Registrant a written undertaking,
executed personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet such standard of conduct; and
(c) a determination is made that the facts then known to those making
the determination would not preclude indemnification thereunder.
Section 16-10a-905 permits a director or officer who is or was a party
to a proceeding to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction.
The Registrant will indemnify and advance expenses to an officer,
employee, fiduciary or agent of the Registrant to the same extent as a director;
or to a greater extent in some instances if not inconsistent with public policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
No. Exhibits
5.1* Opinion and consent of Ray, Quinney & Nebeker
23.1* Independent Auditors' Consent - Deloitte & Touche LLP
23.2* Consent of Independent Public Accountants - Pritchett, Siler & Hardy,
P.C.
23.3* Consent of Ray, Quinney & Nebeker is contained in Exhibit 5.1
24* Power of Attorney (included on page 15 of this Registration Statement)
* Filed herewith
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ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) 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 1933 Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and 1(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this 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 the 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 that remain unsold at the
termination of the Registrant's Incentive Stock Option Plan.
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
1934 Act that is incorporated by reference into this 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 the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities
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
15
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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 Securities
Act and will be governed by the final adjudication of such issue.
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 on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Salt Lake City, Utah on this 26th day of December 2000.
CROWN ENERGY CORPORATION
By: /s/ Jay Mealey
----------------------------
Jay Mealey
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Crown Energy
Corporation, a Utah corporation, do hereby constitute and appoint Jay Mealey the
lawful attorney-in-fact and agent with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorney
and agent determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that said attorney and agent shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Jay Mealey Chief Executive Officer and December 26, 2000
------------------- Director
Jay Mealey
/s/ James A. Middleton Director December 26, 2000
-------------------
James A. Middleton
EXHIBIT INDEX
No. Exhibit
5.1* Opinion and consent of Ray, Quinney & Nebeker
23.1* Independent Auditors' Consent - Deloitte & Touche LLP
23.2* Consent of Independent Public Accountants - Pritchett, Siler & Hardy,
P.C
23.3 * Consent of Ray, Quinney & Nebeker is contained in Exhibit 5.1
24* Power of Attorney (included on page 15 of this Registration Statement)
* Filed herewith
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