AS FILED: SEPTEMBER 26, 1996 SEC FILE NO. 333-11417
U.S. SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 2 TO
REGISTRATION STATEMENT
ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
FX ENERGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0504461
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3006 SOUTH HIGHLAND DRIVE
SALT LAKE CITY, UTAH 84106
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION AND AWARD PLAN
(Full title of the plan)
DAVID N. PIERCE, 3006 SOUTH HIGHLAND DRIVE, SALT LAKE CITY, UTAH 84106
(Name and address of agent for service))
(801) 486-5555
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount maximum aggregate Amount
to be registered to be offering offering of
registe price per price registra
red share(1) tion fee
Common Stock, par 50,000 $1.50 $75,000 $100
value $0.001
(1) Pursuant to rule 457(h) of the Securities Act of 1993, the proposed
maximum offering price per share for the purpose of calculating the
registration fee is the weighted average of (i) the weighted average exercise
price per share of the outstanding options and warrants and (ii) with respect
to options that may yet be granted under the stock option plan included
hereunder, the average of the high and low price of the common stock of the
Registrant as of August 30, 1996, as reported on the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by FX Energy, Inc., a Nevada corporation (the "Company"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the Securities Act of 1933, as amended (the "Securities Act"), are
hereby incorporated by reference in this Prospectus:
(1 ) The definitive prospectus dated August 1, 1996, filed
pursuant to Rule 424(b) of the Securities Act; included in the Registration
Statement on Form S-1, Commission file no. 333-05583;
(2) The quarterly reports of the Company on form 10-QSB for the
quarters ended March 31 and June 30, 1996;
(3) The current reports on Form 8-K dated May 3, and May 21, 1996;
and
(4) The description of the Common Stock of the Company contained in
its registration statement on form 8-A, file no. 0-25386, as declared
effective March 30, 1995, incorporating by reference from the section
entitled "Description of Securities" contained on page 55 of the Company's
registration statement on Form SB-2, Commission file no. 33-88354-D,
declared effective March 30, 1995.
All documents filed by the Company pursuant to sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, (the "Securities Act"), the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and authorized this amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Salt
Lake City, state of Utah, on the 26th day of September, 1996.
FX ENERGY, INC.
/s/ David N. Pierce, President
In accordance with the requirements of the Securities Act, this amendment
to the Registration Statement was signed by the following persons in the
capacities indicated on this 26th day of September, 1996.
/s/ David N. Pierce /s/ David N. Pierce
Director and President Attorney-in-Fact
(Principal Executive and Financial Officer)
/s/ Andrew W. Pierce
Director, Vice-President, and Secretary
(Principal Operations Officer)
/s/ Thomas B. Lovejoy
Director
/s/ Scott J. Duncan
Director
/s/ James A. Giauque, III
Controller
Peter L. Raven, Director
Jay W. Decker, Director
