U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER: 0-25386
FX ENERGY, INC.
(Name of small business issuer in its charter)
NEVADA 87-0504461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3006 HIGHLAND DRIVE, SUITE 206, SALT LAKE CITY, UTAH 84106
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: TELEPHONE (801) 486-5555
TELECOPY (801) 486-5575
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001;
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.Yes x
No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The Company's revenues for the fiscal year ended December 31, 1997, were
$2,808,625.
As of March 16, 1998, the aggregate market price of the voting stock held by
non-affiliates was approximately $105,573,977.
As of March 16, 1998, the Company had outstanding 12,991,882 shares of its
common stock, par value $0.001.
DOCUMENTS INCORPORATED BY REFERENCE. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 31, 1990): THE COMPANY'S DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH THE 1998 ANNUAL MEETING OF STOCKHOLDERS IS
INCORPORATED BY REFERENCE IN RESPONSE TO PART III OF THIS ANNUAL REPORT.
Form 10-KSB filed by FX Energy, Inc. on March 23, 1998, is hereby amended
to include exhibits listed on Item 13 as Items 10.04 and 10.09, but which were
inadvertently omitted from the original filing.
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SIGNATURES
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In accordance with section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: March 30, l998. FX ENERGY, INC.
(Registrant)
By /s/ Scott J. Duncan, Vice President
0
[Translated from Polish]
AMENDMENT NO. 2
To the Mining Usufruct Agreement with Respect to Prospecting for and Exploration
and Exploitation of Natural Gas and Oil (hereinafter called the "Agreement"),
executed on August 22, 1995 between
THE STATE TREASURY OF THE REPUBLIC OF POLAND, represented by the Minister of
Environmental Protection, Natural Resources and Forestry
and
FRONTIER POLAND EXPLORATION AND PRODUCING COMPANY Sp. z o.o., having its seat at
Wal Miedzeszynski 646, 03-994 Warszawa, Poland, represented by Mr. David N.
Pierce (herein the "Company").
as amended by Amendment No. I dated September 19, 1995
All capitalized terms are used herein as defined in the Agreement.
ARTICLE 1
Whereas, the Parties have agreed to extend the area covered by the Agreement so
as to include the western part of concession Block No. 073, the Parties now
agree to make the following amendments to certain provisions of the Agreement:
Article 1.2.1 of the Agreement is hereby amended to provide as follows:
1.2. l "Block" means the areas specified in Schedule "A". At the effective
date of this Agreement the areas specified in Schedule "A" includes ten
(10) full Blocks, identified therein as Blocks 051, 052, 071, 072, 091,
092, 093, 111, 112, and 113, as well as the western part of Block 073 the
coordinates of which are specified in Schedule "A".
Article 1.2.8 of the Agreement is hereby amended to provide as follows:
1.2.8 "First 3-Year Exploration Period" means the three (3) years beginning
on the later of:
a. the Concession Effective Date of the last Concession issued to the
Company for all eleven (11) Blocks specified in Schedule "A", or
b. the date on which the Company has received all of the data referred
to in Article 6.3 for which it has made a request.
Article 2.2 of the Agreement is hereby amended to provide as follows:
2.2 The mining usufruct with respect to each of the eleven (11) Bocks is
subject to the Company obtaining a Concession covering such Block. The
Treasury agrees to use its best efforts leading to the issuance of
Concessions covering all of the Blocks and leading to the designation and
approval of Mining Area boundaries which may be requested by the Company
from time to time.
Article 3.1 of the Agreement is hereby amended to provide as follows:
3.1 This Agreement is effective when executed by both Parties, but may be
terminated after sixty (60) days' written notice by the Company if the
eleven (11) Concessions referred to in Article 2.2 are not granted within
four (4) months after the Company submits the eleven (11) concession
applications.
Schedule "A" is hereby amended to provide as follows:
SCHEDULE "A"
MAP AND COORDINATES OF THE MINING USUFRUCT AREA
In the event of conflict between the coordinates specified below and the
map attached hereto, the coordinates shall control.
The Mining Usufruct Area shall include all of the lands within Blocks 051,
052, 071, 072, 091, 092, 093, 111, 112, 113 and the western part of Block
073. The coordinates of the Blocks are as follows:
Coordinate points for irregular blocks:
Block 051: 19.00', 54.15'; 19"30', 54.15'; 19.00', 54.20'45"; 19.30',
54.23'45"
Block 052: 19"30', 54.l5', 20.00', 54.15'; 19.30', 54.20'45"; 19.38',
54.27'; 20.00', 54.25'30"
Coordinate points of the western part of Block 073 which pertains to thc
Mining Usufruct Area: 20.00'00", 54.00'00"; 20.00'00", 54.15'00";
20.I5'00", 54.15'00"; 20.15'00", 54.00'00"
Coordinate points for rectangular blocks:
East North
--------------- ------------------
from to from to
Block 071: 19.00' 19.30' 54.00' 54.15'
Block 072: 19.30' 20.00' 54 00' 54.15'
Block 091: 19.00' 19.30' 53.45' 54.00'
Block 092: 19.30' 20.00' 53.45' 54.00'
Block 093: 20.00' 20.30' 53.45' 54.00'
Block 111: 19.00' 19.30' 53.30' 53.45'
Block 112: 19.30' 20.00' 53.30' 53.45'
Block 113: 20.00' 20.30' 53.30' 53.45'
ARTICLE 2
Thc other provisions of the Agreement shall remain unchanged.
IN WITNESS WHEREOF, this Amendment was signed by duly authorized representatives
of the Parties, this --- day of July, 1996.
The Minister of Environmental Protection,
Natural Resources and Forestry of
The Republic of Poland
by: Dr. Krzysztof Szamalek
Secretary of State
Frontier Poland Exploration and
Producing Company, Sp. z o.o.
by: /s/ David N. Pierce
Member of the Management Board
ADDENDUM No. 1 TO JOINT STUDY AGREEMENT
This Addendum No. 1 ("Addendum No. 1") to the Joint Study Agreement dated May
21, 1996 (the "Joint Study Agreement"), is dated effective as of June 1, 1997,
between The Polish Oil and Gas Company ("POGC") having its offices at ul. Krueza
6/14, Warsaw, Poland 00-537, represented by Dr. Witold Weil, Director, and Mr.
Marek Hoffmann, Director, Geonafta, and FX Energy, Inc. ("FX") having its
offices at 3006 Highland Drive, Suite 206, Salt Lake City, Utah, USA,
represented by Mr. David N. Pierce, President.
1. Term. The term of the Joint Study Agreement is hereby extended to June 30,
1998, subject to the possibility of further extension by mutual agreement of
the parties.
2. First Right for FX to Participate. POGC hereby grants to FX the right of
first refusal to participate in any POGC concession now held or later
acquired during the term of this Agreement located south of 50. 15' if POGC
elects to take a partner in such concession. Specifically, POGC will not
allow any other party (other than Apache Corporation and subsidiaries) to
acquire any interest in any POGC concession located south of 50. 15' unless
the identical offer has already been made to and rejected by FX after thirty
(30) days' notice.
3. First Right for POGC to Participate. FX hereby grants to POGC the right of
first refusal to participate in any FX concessions now held or later
acquired during the term of this Agreement located south of 50.15' if FX
elects to take a partner in such concession. Specifically, FX will not
allow any other party (other than Apache Corporation and subsidiaries) to
acquire any interest in any FX concession located south of 50.15' unless the
identical offer has already been made to and rejected by POGC after thirty
(30) days' notice.
4. Eastern Target Areas. The parties have identified two target areas:
WOLA
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X Y Long Lat.
--- ---- -------------- --------------
535 5535 21. 29' 15.43" 49. 56' 43.91"
535 5547 21. 29' 19.36" 50. 3' 12.28"
550 5547 21. 41' 53.30" 50. 3' 8.42"
550 5535 21. 41' 47.69" 49. 56' 40.09"
GODOWA
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X Y Long Lat.
--- ---- -------------- --------------
536 5513 21. 29' 58.24" 49. 44' 51.68"
536 5532.5 21. 30' 4.72" 49. 55' 22.80"
572 5532.5 22. 0' 9.25" 49. 55' 11.10"
572 5513 21. 59' 56.22" 49. 44' 40.06"
as shown on the attached map) in the eastern part of the Area of Interest
where POGC already holds exploration concessions. FX will contract for
seismic acquisition as it deems appropriate over each target area before the
end of 1997; FX will pay 100% of such seismic cots. By March 31, 1998, FX
and POGC will select a drill site in each target area to be drilled in 1998.
POGC will have the option, exercisable by written notice within 90 days
after drillsite selection but in any event not later than June 15, 1998, to
operate and to take up to 60% interest. If POGC does not wish to operate or
if POGC elects to take 49% or less interest, or if POGC does not give an
affirmative written notice within 90 days after drillsite selection or by
June 15, 1998, which ever is earlier, then FX will have the right to take
all interest not take by POGC and to operate. The right to exploitation
below Miocene in the target areas shall be shared in the same percentage as
the interests taken by POGC and FX in the first well in each target area.
FX and POGC will use the same operating documents as in their Lublin area
operations, with POGC to serve as operator. If either party wishes to
reduce or relinquish its interest, (other than to Apache Corporation or
subsidiaries) the other party shall have the first right to take such
interest.
5. Western Target Area. The parties have identified one target area
JORDANOW
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X X Long Lat.
--- ---- -------------- --------------
413 5510 19. 47' 37.14" 49. 42' 55.84"
413 5525 19. 47' 25.08" 49. 51' 1.22"
428 5525 19. 59' 55.79" 49. 51' 8.39"
428 5510 20. 0' 5.76" 49. 43' 2.96"
as shown on the attached map) in the western Carpathians where FX plans to
apply for oil and gas usufruct rights. FX will grant POGC an option, to be
exercised at the time of drilling the first well in Jordanow, to take up to
33.33% interest in the Jordanow target area. FX and POGC will use the same
operating documents as in their Lublin area operations, with FX to serve as
operator. If either party wishes to reduce or relinquish its interest
(other than to Apache Corporation or subsidiaries), the other party shall
have the first right to take such interest.
IN WITNESS whereof the Parties have caused this Addendum No. 1 to be executed by
their duly authorized representatives effective as of June 1, 1997.
FX Energy, Inc. Polish Oil and Gas Company
Geological Bureau- GEONAFTA
By: /s/ Jerzy B. Maciolek, Director By: /s/ Marek Hoffmann, Director
