FX ENERGY INC
S-8 POS, 1996-09-25
OIL & GAS FIELD EXPLORATION SERVICES
Previous: MERRILL LYNCH OREGON MUNICIPAL BOND FUND OF MLMSMST, 24F-2NT, 1996-09-25
Next: GLOBAL SMALL CAP FUND INC, NSAR-B, 1996-09-25



   
AS FILED:  SEPTEMBER 24, 1996                              SEC FILE NO.333-1417




                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8/A
                             REGISTRATION STATEMENT
                                     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)


INCENTIVE STOCK OPTIONS GRANTED PURSUANT TO THE 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 to     maximum       aggregate    Amount of
    to be registered         be        offering       offering    registration
                         registered    price per        price         fee
                                       share(1)
- -----------------------  ----------   -----------    -----------  ------------
Common Stock, par value    50,000        $1.50         $75,000        $100
$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.



<PAGE>
- ------------------------------------------------------------------------------

                                    EXHIBITS

- ------------------------------------------------------------------------------

             SEC
Exhibit   Reference
  No.        No.                      Description                    Location
- --------  ---------  ------------------------------------------    ------------

  4.01        4       Specimen certificate for Common Stock        Incorporated
                                                                   by
                                                                   reference(1)
   

  5.01        5       Letter opinion, including consent, of       Initial Filing
                      Kruse, Landa & Maycock, L.L.C., regarding
                      legality of Common Stock to be issued
                      pursuant to the Registration Statement.

 23.01        23      Consent of Coopers & Lybrand L.L.P.,        Initial Filing
                      auditors for the Company

 23.02        23      Consent of Barker & Folsom, previous        Initial Filing
                      auditors for the Company
                      
 23.03        23      Consent of Kruse, Landa & Maycock, L.L.C.,   See Item 5
                      counsel for the Company                      above

 23.04        23      Consent of Larry D. Krause                   This Filing


 24.01        24      Powers of Attorney                           See signature
                                                                   page to
                                                                   Registration
                                                                   Statement
                                                                   (Original 
                                                                   Filing)
    

(1)Incorporated by reference from the Company's registration statement on form
  SB-2, SEC file number 33-88354-D.



- ------------------------------------------------------------------------------

                                   SIGNATURES

- ------------------------------------------------------------------------------
   
     In accordance with 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 Amendment No. 1 to the Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the city of Salt Lake,
state of Utah, on the 23rd day of September, 1996.

                                          FX ENERGY, INC.


                                      By /s/  David N. Pierce, President 
                                      and Chief Executive Officer


     In accordance with the requirements of the Securities Act this Amendment 
No.l to the Registration Statement was signed by the following persons in
the capacities indicated on this 23rd day of September, 1996.

/s/                                         __
David N. Pierce                               |
    Director and President                    |
    (Principal Executive and Financial        |
    Officer)                                  |
                                              |
/s/                                           |
Andrew W. Pierce                              |
    Director, Vice-President and Secretary    |
    (Principal Operating Officer)             |
                                              |
/s/                                           |By /s/ David N. Pierce
Thomas B. Lovejoy                             |Attorney in fact
    Director                                  |
                                              |
/s/                                           |
Scott J. Duncan                               |
    Director                                  |
                                              |
/s/                                           |
James A. Giauque, III                         |
    Controller                               _|

Peter L. Raven
    Director

Jay W. Decker
    Director
    






                  CONSENT OF PETROLEUM ENGINEERING CONSULTANT



     I hereby consent to the incorporation by reference into the registration
statement on Form S-8 of FX Energy, Inc. (the "Company"), SEC file no. 333-1417,
of my report as of December 31, 1995, respecting the estimated oil reserve
information for the Montana and Nevada producing properties of the Company, and
the discussion of such report as it is contained in the Company's annual report
on form 10-KSB for its fiscal year ended December 31, 1995.



/s/ Larry D. Krause


Billings, Montana
September 23, 1996



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission