AS FILED: AUGUST 4, 1998 SEC FILE NO.
U.S. SECURITIES AND EXCHANGE COMMISSION
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
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3006 SOUTH HIGHLAND DRIVE
SALT LAKE CITY, UTAH 84106
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(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION AND AWARD PLAN
1996 STOCK OPTION AND AWARD PLAN
1997 STOCK OPTION AND AWARD PLAN
NONQUALIFED STOCK OPTIONS
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(Full title of the plan)
DAVID N. PIERCE, 3006 SOUTH HIGHLAND DRIVE, SALT LAKE CITY, UTAH 84106
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(Name and address of agent for service))
(801) 486-5555
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount to maximum maximum
be offering aggregate Amount of
Title of securities Registered price per offering registration
to be registered (1) share(2) price fee
- ----------------------- ---------- ---------- ---------- -------------
Common Stock, par value
$0.001
Issuable in connection
with
1995 Stock Option and
Award Plan 37,500 $8.8750 $ 332,813 $ 101
1996 Stock Option and
Award Plan 159,167 $9.0255 $1,436,565 $ 436
1997 Stock Option and
Award Plan 172,500 $6.6250 $1,142,813 $ 346
Nonqualified Stock
Options 45,000 $4.0556 $ 182,500 $ 56
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Total 414,167 $3,094,691 $ 939
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(1) There are also registered pursuant to rule 416 such additional number of
securities as may be issuable under the antidilution provisions of the
plans being registered.
(2) Pursuant to rule 457(h) of the Securities Act of 1933, the proposed maximum
offering price per share for the purpose of calculating the registration
fee is the weighted average exercise price per share of the options being
registered.
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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 annual report of the Company on form 10-KSB for the year
ended December 31, 1997;
(2) The quarterly report of the Company on form 10-Q for the quarter
ended March 31, 1998, as amended July 15, 1998 on form 10-Q/A dated July
10, 1998;
(3) The current reports on Form 8-K dated January 26, March 23,
April 20, June 2, and July 28, 1998;
(4) The Proxy Statement related to the 1998 annual meeting of the
Company's stockholders; and
(5) 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.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a brief summary of certain indemnification provisions of
the Company's articles of incorporation and the general corporation law of the
state of Nevada. This summary is qualified in its entirety by reference to the
text thereof.
The articles of incorporation of the Company limit or eliminate the
personal liability of directors for damages for breaches of their fiduciary
duty, unless the director has engaged in intentional misconduct, fraud, or a
knowing violation of law, or paid a dividend in violation of the Nevada Revised
Statutes.
The Company's articles of incorporation further provide for the
indemnification of officers and directors for certain civil liabilities,
including liabilities arising under the Securities Act. In the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1934, and is, therefore,
unenforceable.
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 This 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 PricewaterhouseCoopers, This Filing
LLP, independent accountants
23.02 23 Consent of Kruse, Landa & Maycock, See Item 5
L.L.C.,counsel for the Company above
23.03 23 Consent of Larry D. Krause, Petroleum This Filing
Engineer
24.01 24 Powers of Attorney See signature
page to
Registration
Statement
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(1) Incorporated by reference from the Company's registration statement on
form SB-2, SEC file number 33-88354-D.
UNDERTAKINGS
REGULATION S-K
POST-EFFECTIVE AMENDMENTS [ITEM 512(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, 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.
(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 that time shall be deemed to be the
initial bona fide offering thereof.
(3) 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.
FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE [ITEM
512 (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
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to section 15(a) of the Exchange Act) 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.
FILING OF REGISTRATION STATEMENT ON FORM S-8 [ITEM 512(H)]
Insofar as indemnification for liabilities arising under the Securities Act
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 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 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 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 the city of Salt Lake, state of Utah, on the 30th day of July,
1998.
FX ENERGY, INC.
By/s/ David N. Pierce,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David N. Pierce and/or Andrew W. Pierce, and each
of them, with power of substitution, as his attorney-in-fact for him, in all
capacities, to sign any amendments to this Registration Statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.
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 indicated on this 30th day of July, 1998.
/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/ Scott J. Duncan
Director
/s/ Thomas B. Lovejoy
Director
Peter L. Raven
Director
Jerzy B. Maciolek
Director
Jay W. Decker
Director
KRUSE, LANDA & MAYCOCK, L.L.C.
EIGHTH FLOOR, BANK ONE TOWER
50 WEST BROADWAY (300 SOUTH)
SALT LAKE CITY, UTAH 84101-2034
JAMES R. KRUSE TELEPHONE: (801) 531-7090
HOWARD S. LANDA TELECOPY: (801) 531-7091
ELLEN MAYCOCK MAILING ADDRESS (801) 359-3954
DAVID R. KING Post Office Box 45561
KEITH L. POPE Salt Lake City, Utah 84145-0561
LYNDON L. RICKS
JODY L. WILLIAMS
STEVEN G. LOOSLE
RICHARD C. TAGGART
DAVID C. WRIGHT
PAMELA S. NIGHSWONGER
SHANE L. HANNA OF COUNSEL
WILLIAM N. WHITE ANTHONY L. RAMPTON
July 30, 1998
Board of Directors
FX Energy, Inc.
3006 Highland Drive, Suite 206
Salt Lake City, Utah 84106
Re: FX Energy, Inc.
Registration Statement on Form S-8
Gentlemen:
We have been engaged by FX Energy, Inc. (the "Company"), to render our
opinion respecting the legality of certain securities to be offered and sold
pursuant to the registration statement on Form S-8 being filed by the Company
with the Securities and Exchange Commission (the "Registration Statement").
Capitalized terms used but not defined herein have the same meanings as set
forth in the Registration Statement.
In connection with this engagement, we have examined the following:
1. Articles of incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consents of the Company's board of directors.
We have examined such other corporate records and documents and have made
such other examination as we deemed relevant.
Based upon the above examination, we are of the opinion that the Common
Stock to be sold pursuant to the Registration Statement will be, when sold in
accordance with the terms set forth in the Registration Statement, legally
issued, fully paid, and nonassessable under the Nevada Revised Statutes, as
amended.
This firm consents to being named in the Prospectus included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.
Sincerely,
/s/ KRUSE, LANDA & MAYCOCK, L.L.C.
KL&M/RCT
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of our report dated February 27, 1998, on our audit of the financial
statements of FX Energy, Inc., and subsidiaries.
/s/ PricewaterhouseCoopers LLP
Salt Lake City, Utah
August 3, 1998
CONSENT OF PETROLEUM ENGINEERING CONSULTANT
I hereby consent to (i) the incorporation by reference into the registration
statement on Form S-8 to be filed by FX Energy, Inc. (the "Company") of my
report as of December 31, 1997, respecting the estimated oil reserve information
for the Montana and Nevada producing properties of the Company, as such report
is referred to in the Company's annual report on form 10-KSB for its fiscal year
ended December 31, 1997.
/s/ LARRY D. KRAUSE
Billings, Montana
July 28, 1998
