SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVANS SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas
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(State or other jurisdiction of incorporation or organization)
74-1613155
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(I.R.S. employer identification no.)
720 Avenue F North, Bay City, Texas 77404
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(Address of principal executive offices) (Zip Code)
CONSULTANT WARRANT AGREEMENT
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(Full title of the plan)
JERRIEL L. EVANS, SR.
President
Mailing Address: P.O. Box 2480, Bay City, Texas 77404
Physical Address: 720 Avenue F. North, Bay City, Texas 77414
(Name and address of agent for service)
(409) 245-2424
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share 100,000 Shares(1) $1.00 (1) $100,000 $29.50
============================================================================================================
</TABLE>
(1) This registration statement is being filed to register 100,000 shares
of Common Stock issuable by the Registrant upon the exercise of a
warrant issued to a consultant at an exercise price of $1.00 per share.
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Act"), this Registration Statement also registers such
number of additional shares of Common Stock that may be offered or
issued pursuant to the warrant agreement to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
The information called for by Part I of this Registration Statement on
Form S-8 (the "Registration Statement") is included in the information relating
to the plan to be provided to the consultant. Pursuant to the Note to Part I of
Form S-8, this information is not being filed with or included in this
Registration Statement. A Section 10(a) prospectus will be provided to the
consultant prior to receipt of shares of Common Stock covered by this
registration statement, in accordance with Rule 428(b)(1) under the Securities
Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Evans Systems, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1997, and March 31, 1998, as amended.
3. The description of the Company's Common Stock, $.01 par
value (the "Common Stock"), in the Company's Registration Statement on Form 8-A
filed on July 15, 1993.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the effective date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Ten of the Company's Articles of Incorporation eliminates
personal liability of the Company's directors to the Company or its shareholders
for monetary damages or any action taken or omitted to be taken in the
performance of his duties to the fullest extent permitted under Texas law.
Section 2.02-1 of the Texas Business Corporation Act provides as
follows:
B. A corporation may indemnify a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director only if it is
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<PAGE>
determined in accordance with Section F of this article that the person:
(1) conducted himself in good faith;
(2) reasonably believed:
(a) in the case of conduct in his official capacity as a
director of the corporation, that his conduct was in
the corporation's best interests; and
(b) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
C. Except to the extent permitted by section E of this article, a
director may not be indemnified under Section B of this article in respect of a
proceeding:
(1) in which the person is found liable on the basis that personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's official capacity; or
(2) in which the person is found liable to the corporation.
D. The termination of a proceeding by judgment, order, settlement, or
conviction, or on a plea of nolo contendere or its equivalent is not of itself
determinative that the person did not meet the requirements set forth in Section
B of this article. A person shall be deemed to have been found liable in respect
of any claim, issue or matter only after the person shall have been so adjudged
by a court of competent jurisdiction after exhaustion of all appeals therefrom.
E. A person may be indemnified under Section B of this article against
judgments, penalties (including excise and similar taxes), fines, settlements,
and reasonable expenses actually incurred by the person in connection with the
proceeding, but if the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by the person,
the indemnification (1) is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and (2) shall not be made in
respect of any proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty to the
corporation.
F. A determination of indemnification under Section B of this article
must be made:
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<PAGE>
(1) by a majority vote of a quorum consisting of directors who at
the time of the vote are not named defendants or respondents
in the proceeding;
(2) if such a quorum cannot be obtained, by a majority vote of a
committee of the board of directors, designated to act in the
matter by a majority vote of all directors, consisting solely
of two or more directors who at the time of the vote are not
named defendants or respondents in the proceeding;
(3) by special legal counsel selected by the board of directors or
a committee of the board by vote as set forth in Subsection
(1) or (2) of this section, or, if such a quorum cannot be
obtained and such a committee cannot be established, by a
majority vote of all directors; or
(4) by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the
proceeding.
G. Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses must be
made in the manner specified by Subsection (3) of Section F of this article for
the selection of special legal counsel. A provision contained in the articles of
incorporation, the bylaws, a resolution of shareholders or directors, or an
agreement that makes mandatory the indemnification permitted under Section B of
this article shall be deemed to constitute authorization of indemnification in
the manner required by this section even though such provision may not have been
adopted or authorized in the same manner as the determination that
indemnification is permissible.
H. A corporation shall indemnify a director against reasonable expenses
incurred by him in connection with a proceeding in which he is a named defendant
or respondent because he is or was a director if he has been wholly successful,
on the merits or otherwise, in the defense of the proceeding.
I. If, in a suit for the indemnification required by Section H of this
article, a court of competent jurisdiction determines that the director is
entitled to indemnification under that section, the court shall order
indemnification and shall award to the director the expenses incurred in
securing the indemnification.
J. If, upon application of a director, a court of competent
jurisdiction determines, after giving any notice the court
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<PAGE>
considers necessary, that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he has
met the requirements set forth in Section B of this article or has been found
liable in the circumstances described by Section C of this article, the court
may order the indemnification that the court determines is proper and equitable;
but if the person is found liable to the corporation or is found liable on the
basis that personal benefit was improperly received by the person, the
indemnification shall be limited to reasonable expenses actually incurred by the
person in connection with the proceeding.
K. Reasonable expenses incurred by a director who was, is, or is
threatened to be made a named defendant or respondent in a proceeding may be
paid or reimbursed by the corporation, in advance of the final disposition of
the proceeding and without the determination specified in Section F of this
article or the authorization or determination specified in Section G of this
article, after the corporation receives a written affirmation by the director of
his good faith belief that he has met the standard of conduct necessary for
indemnification under this article and a written undertaking by or on behalf of
the director to repay the amount paid or reimbursed if it is ultimately
determined that he has not met that standard or if it is ultimately determined
that indemnification of the director against expenses incurred by him in
connection with that proceeding is prohibited by Section E of this article. A
provision contained in the articles of incorporation, the bylaws, a resolution
of shareholders or directors, or an agreement that makes mandatory the payment
or reimbursement permitted under this section shall be deemed to constitute
authorization of that payment or reimbursement.
L. The written undertaking required by Section K of this article must
be an unlimited general obligation of the director but need not be secured. It
may be accepted without reference to financial ability to make repayment.
M. A provision for a corporation to indemnify or to advance expenses to
a director who was, is, or is threatened to be made a named defendant or
respondent in a proceeding, whether contained in the articles of incorporation,
the bylaws, a resolution of shareholders or directors, an agreement, or
otherwise, except in accordance with Section R of this article, is valid only to
the extent it is consistent with this article as limited by the articles of
incorporation, if such a limitation exists.
N. Notwithstanding any other provision of this article, a corporation
may pay or reimburse expenses incurred by a director in connection with his
appearance as a witness or other participation in a proceeding at a time when he
is not a named defendant or respondent in the proceeding.
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<PAGE>
O. An officer of the corporation shall be indemnified as, and to the
same extent, provided by Sections H, I, and J of this article for a director and
is entitled to seek indemnification under those sections to the same extent as a
director. A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it may indemnify
and advance expenses to directors under this article.
P. A corporation may indemnify and advance expenses to persons who are
not or were not officers, employees, or agents of the corporation but who are or
were serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise to the same
extent that it may indemnify and advance expenses to directors under this
article.
Q. A corporation may indemnify and advance expenses to an officer,
employee, agent, or person identified in Section P of this article and who is
not a director to such further extent, consistent with law, as may be provided
by its articles of incorporation, bylaws, general or specific action of its
board of directors, or contract or as permitted or required by common law.
R. A corporation may purchase and maintain insurance or another
arrangement on behalf of any person who is or was a director, officer, employee,
or agent of the corporation or who is or was serving at the request of the
corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or any other enterprise, against any liability asserted against
him and incurred by him in such a capacity or arising out of his status as such
a person, whether or not the corporation would have the power to indemnify him
against that liability under this article. If the insurance or other arrangement
is with a person or entity that is not regularly engaged in the business of
providing insurance coverage, the insurance or arrangement may provide for
payment of a liability with respect to which the corporation would not have the
power to indemnify the person only if coverage for the additional liability has
been approved by the shareholders of the corporation. Without limiting the power
of the corporation to procure or maintain any kind of insurance or other
arrangement, a corporation may, for the benefit of persons indemnified by the
corporation, (1) create a trust fund; (2) establish any form of self-insurance;
(3) secure its indemnity obligation by grant of a security interest or other
lien on the assets of the corporation; or (4) establish a letter of credit,
guaranty, or surety arrangement. The insurance or other arrangement may be
procured, maintained, or established within the corporation or with any insurer
or other person deemed appropriate
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<PAGE>
by the board of directors regardless of whether all or part of the stock or
other securities of the insurer or other person are owned in whole or part by
the corporation. In the absence of fraud, the judgment of the board of directors
as to the terms and conditions of the insurance or other arrangement and the
identity of the insurer or other person participating in an arrangement shall be
conclusive and the insurance or arrangement to liability, on any ground,
regardless of whether directors participating in the approval are beneficiaries
of the insurance or arrangement.
S. Any indemnification of or advance of expenses to a director in
accordance with this article shall be reported in writing to the shareholders
with or before the notice or waiver of notice of the next shareholders' meeting
or with or before the next submission to shareholders of a consent to action
without a meeting pursuant to Section A, Article 9.10, of this Act and, in any
case, within the 12-month period immediately following the date of the
indemnification or advance.
T. For purposes of this article, the corporation is deemed to have
requested a director to serve an employee benefit plan whenever the performance
by him of his duties to the corporation also imposes duties on or otherwise
involves services by him to the plan or participants or beneficiaries of the
plan. Excise taxes assessed on a director with respect to an employee benefit
plan pursuant to applicable law are deemed fines. Action taken or omitted by him
with respect to an employee benefit plan in the performance of his duties for a
purpose reasonably believed by him to be in the interest of the participants and
beneficiaries of the plan is deemed to be for a purpose which is not opposed to
the best interests of the corporation.
U. The articles of incorporation of a corporation may restrict the
circumstances under which the corporation is required or permitted to indemnify
a person under Section H, I, J, O, P, or Q of this article.
See Item 9 below for information regarding the position of the
Commission with respect to the effect of any indemnification for liabilities
arising under the Securities Act of 1933, as amended. The Company does not
maintain a directors and officers insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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<PAGE>
ITEM 8. EXHIBITS
EXHIBIT INDEX
EXHIBIT
4.1 Form of Common Stock Certificate (incorporated by
reference to the Company's Registration Statement on
Form S-1, as amended, filed with the Commission on
July 16, 1993 (Commission File No. 33-62684).
* 4.2 Form of Common Stock Purchase Warrant, as amended,
issued to a consultant, Diane Johnson.
* 5.1 Opinion of Olshan Grundman Frome & Rosenzweig LLP.
* 23.1 Consent of Pricewaterhouse Coopers LLP.
* 23.2 Consent of Olshan Grundman Frome & Rosenzweig LLP
(included in Exhibit 5.1).
* 24.1 Power of Attorney (included on the signature page of
this Registration Statement).
- --------------------
* Filed herewith
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<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
a. 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 of 1933;
(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;
(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 (i) and (ii) above
do 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 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
b. That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
c. 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of
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<PAGE>
1934) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and 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 each such liabilities (other than the payment by the
registrant of expenses incurred or paid by a trustee, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, 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 final adjudication of such issue.
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<PAGE>
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 Bay City, State of Texas, on this 30th day of July,
1998.
EVANS SYSTEMS, INC.
(Registrant)
By: /S/ JERRIEL L. EVANS, SR.
-----------------------------
Jerriel L. Evans, Sr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints JERRIEL L. EVANS, SR. and Charles N. Way,
and each of them, his true and lawful attorney-in-fact and agent, with full
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 all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ JERRIEL L. EVANS, SR. Chairman of the Board and July 30, 1998
- ---------------------------- Chief Executive Officer
Jerriel L. Evans, Sr. (principal executive
officer)
/S/ DAVID L. DEERMAN Vice-Chairman of the Board July 30, 1998
- ----------------------------
David L. Deerman
/S/ CHARLES N. WAY Director & Controller July 30, 1998
- ----------------------------
Charles N. Way
/S/ MAYBELL H. EVANS Director July 30, 1998
- ----------------------------
Maybell H. Evans
/S/ DARLENE E. JONES Director July 30, 1998
- ----------------------------
Darlene E. Jones
/S/ JULIE H. EDWARDS Director July 30, 1998
- ----------------------------
Julie H. Edwards
/S/ PETER J. LASAVIO Director July 30, 1998
- ----------------------------
Peter J. Lasavio, Jr.
/S/ CARL W. SHAFER Director July 30, 1998
- ----------------------------
Carl W. Shafer
/S/ RICHARD GOEGGEL Chief Financial Officer July 30, 1998
- ---------------------------- (principal financial and
Richard Goeggel accounting officer)
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THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE'S SECURITIES LAWS AND THESE
SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
SUBSEQUENTLY REGISTERED PURSUANT TO AN EXEMPTION FROM APPLICABLE REGISTRATION
REQUIREMENTS. THESE SECURITIES ARE SUBJECT TO OTHER RESTRICTIONS ON EXERCISE AND
TRANSFER AS SET FORTH HEREIN.
DATED: JULY 9, 1998
AMENDMENT NO. 1
COMMON STOCK PURCHASE WARRANT
FOR THE PURCHASE OF 100,000 SHARES OF COMMON STOCK
OF
EVANS SYSTEMS, INC.
(A TEXAS CORPORATION)
Reference is made to Warrant No. 007, dated May 8, 1998, (the
"Warrant") with respect to 100,000 shares of Common Stock, par value $.01 per
share (the "Common Stock"), of Evans Systems, Inc., a Texas Corporation (the
"Company") issued pursuant to a Consultant Agreement dated May 8, 1998.
The Warrant is hereby amended to read in its entirety as follows:
THIS CERTIFIES THAT, for value received, Diane Johnson (the
"Holder"), as registered owner of this Warrant, is entitled at any time from the
date hereof until the Expiration Date (as hereinafter defined) but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
One Hundred Thousand (100,000) shares (the "Shares") of the Company's Common
Stock (subject to modification and adjustment as hereinafter set forth, in
accordance with the terms hereof.
In order to exercise this Warrant, the exercise form attached hereto
must be duly executed, completed and delivered to the Company, together with
this Warrant and payment of the Exercise Price for the shares of the Common
Stock being purchased. Such payment shall be in lawful money of the United
States in cashier's check or certified bank check made payable to the Company.
If the rights represented hereby shall not be exercised at or before the
Expiration Date, this Warrant shall become and be void and without further force
or effect and all rights represented hereby shall cease and expire.
The number of voting common shares to be issued per Warrant and the
corresponding purchase price per share are subject to upward and downward
adjustments to reflect any stock dividends paid on the Company's outstanding
common stock, stock distributions, stock-splits, or reverse splits; so that the
price paid per common share and the number of shares subject to exercise by each
warrant will be adjusted accordingly.
By her acceptance of this Warrant, the Holder represents and
warrants that the Holder has acquired this Warrant for the Holder's own account
for investment and not with the view to the distribution thereof, except in
accordance with applicable federal and state securities laws. The Holder
confirms that she has been advised that the Warrants and the Shares of Common
Stock issuable upon exercise of this Warrant have not been, registered under the
Act and that she has consulted with and been advised by counsel as to the
restrictions on resale to which this Warrant and such Shares will be subject.
<PAGE>
The Company is obligated to register the underlying voting common
shares in any Registration Statement filed by the Company with the U.S.
Securities and Exchange Commission at the request of the holder of the warrant.
Each Warrant represented hereby is exercisable at the option of the
Holder in whole or in part, at any time on or before the Expiration Date (as
hereinafter defined), but not as to a fractional share of Common Stock. In the
case of exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificate of like
tenor for the unexercised balance of such Warrants.
The term "Expiration Date": shall mean 5 p.m. (Central Time) on May
8, 2000, or if such date shall in the States of Texas be a holiday or day on
which banks are authorized to close, then 5 p.m. (Central Time) the next
following day which in the State of Texas is not a holiday or a day on which
banks are authorized to close.
Upon exercise of any Warrant represented hereby, the Holder hereof
shall be entitled, with respect to all common shares received upon exercise, to
all rights of a shareholder of the Company, including, without limitations, the
right to vote or to receive dividends or other distributions, notice of any
proceedings of the Company sent or required to be sent to shareholders.
Prior to due presentment for the registration and/or transfer
hereof, the Company may deem and treat the Holder thereof as the absolute owner
hereof and to each Warrant represented hereby (not withstanding any notation of
ownership or writing thereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary.
The registered Holder of this Warrant, by such Holder's acceptance
hereof, agrees that she shall not sell, transfer or assign or hypothecate this
Warrant except in a transaction that does not require registration under the
Securities Act of 1933, as amend (the "Act"). This Warrant shall not be
transferred unless and until the Company has received the opinion of counsel for
the Holder that this Warrant may be sold pursuant to an exemption from
registration under the Act, the availability of which is established to the
reasonable satisfaction of the Company
This Warrant shall be governed and construed in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to
Warrant to be signed in its corporate name by a duly authorized officer as of
the date first above written.
EVANS SYSTEMS, INC.
by:/s/ J.L. Evans, Sr.
----------------------
J.L. Evans, Sr.
President
AGREED AND ACCEPTED:
/s/ Diane Johnson
- -----------------
Diane Johnson
<PAGE>
Form to be used to exercise Warrant:
Evans Systems, Inc.
P.O. Box 2480
Bay City, TX 77404-2480
Date: , 19
The undersigned hereby elects irrevocably to exercise the within
Warrant and to purchase shares of Common Stock of Evans Systems, Inc. and hereby
makes payment of $_________ (at the rate of $________ per share) in payment of
the Exercise Price pursuant thereto. Please issue the shares as to which this
Warrant is exercised in accordance with the instructions given below.
Signature
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name
(Print in Block Letters)
Address
City
State
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 753-7200
July 30, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Evans Systems, Inc. - Registration
Statement on Form S-8 filed July 30, 1998
Dear Sir or Madam:
We are counsel to Evans Systems, Inc. (the "Registrant"). We
furnish this opinion in connection with the above-referenced Registration
Statement relating to an aggregate of 100,000 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock") of the Registrant. The
Shares will be issued by the Registrant upon the exercise of outstanding
warrants by a consultant to the Registrant.
We advise you that we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation and By-laws of the Registrant, minutes of meetings of the Board of
Directors of the Registrant and such other documents, instruments and
certificates of officers and representatives of the Registrant and public
officials, and we have made such examination of the law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
<PAGE>
July 30, 1998
Page -2-
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and will be validly issued, fully paid and
non-assessable, subject, however, to receipt by the Registrant of the exercise
price for the warrants.
We hereby consent to use of this opinion in the Registration
Statement and Prospectus, and to the use of our name in the Prospectus under the
caption "Legal Matters".
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
------------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 23, 1997 appearing on page
F-2 of Evans Systems, Inc.'s Annual Report on Form 10-K for the year ended
September 30, 1997.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
July 28, 1998
