Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TRANS ENERGY, INC.
(Exact name of issuer as specified in its charter)
Nevada 93-0997412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
210 Second Street, St. Marys, West Virginia 26170
(Address of Principal Executive Offices) (Zip Code)
Kenneth Gold Consulting Agreement
(Full title of the plan)
Loren E. Bagley
210 Second Street
St. Marys, West Virginia 26170
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities be Price Offering Registration
to be Registered Registered Per Share Price Fee
Common Stock, par 25,000 $2.875 per $71,875 $ 100
value $.001(1) Shares Share
TOTAL FEE $ 100
(1) Based upon 25,000 shares of common stock granted under the plan covered by
this Registration Statement. The fee with respect to these share has been
calculated pursuant to Rule 457(h) and 457(c) under the Securities Act of
1933, as amended, and based upon the average of the bid and ask prices per
share of the Issuer's common stock on a date within five (5) days prior to
the date of filing this Registration Statement, as reported by the Nasdaq
Stock Market.
<PAGE>
Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement by Trans Energy, Inc. (the "Company") and
made a part hereof. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
(a) The Company's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 1995, which contains audited
financial statements for the Company's fiscal year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's documents referred to in (a) above.
(c) The description of the Company's common stock is
contained in Amendment No. 5 to its Form 10-SB filed pursuant
to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of up-dating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable pursuant to the amount limitations set forth in
instruction 1 to Item 509 of Regulation S-B.
Item 6. Indemnification of Directors and Officers.
As permitted by the provisions of the Nevada Revised Statutes
(the "NRS"), the Company has the power to indemnify any person made
a party to an action, suit or proceeding by reason of the fact that
they are or were a director, officer, employee or agent of the
Company, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection
with any such action, suit or proceeding if they acted in good
faith and in a manner which they reasonably believed to be in, or
not opposed to, the best interest of the Company and, in any
criminal action or proceeding, they had no reasonable cause to
believe their conduct was unlawful. Termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which they reasonably believed to be in or
not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to
believe their conduct was unlawful.
The Company must indemnify a director, officer, employee or
agent of the Company who is successful, on the merits or otherwise,
in the defense of any action, suit or proceeding, or in defense of
any claim, issue, or matter in the proceeding, to which they are a
party because they are or were a director, officer employee or
agent of the Company, against expenses actually and reasonably
incurred by them in connection with the defense.
The Company's Articles of Incorporation eliminate personal
liability of directors, officers and stockholders of the Company
for damages for breach of fiduciary duty, but do not eliminate the
liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of
law, or (b) the payment of distributions to stockholders in
violation of the applicable statutes of the NRS.
The Company may provide to pay the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding as the expenses are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that they are not entitled to be indemnified by the
Company.
The NRS also permits a corporation to purchase and maintain
liability insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the
corporation as a director, officer, employee or agent, of another
corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against them and liability and expenses
incurred by them in their capacity as a director, officer, employee
or agent, or arising out of their status as such, whether or not
the Company has the authority to indemnify them against such
liability and expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed with this Registration
Statement:
Exhibit No. Exhibit Name
5.1 Opinion of Leonard E. Neilson, P.C.
23.1 Consent of Jones, Jensen & Company, Independent Certified
Public Accountants.
23.2 Consent of Leonard E. Neilson, P.C. (included in
Exhibit 5.1).
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or
sells securities, a post-effective amendment to this
Registration Statement:
(i) To include any additional or changed material
information on the plan of distribution;
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the
end of the offering.
(4) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers, and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer 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 such
liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling
person of the small business issuer 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 small business issuer 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.
<PAGE>
SIGNATURES
The Registrant. 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 St. Marys, State of West Virginia,
on this 3rd day of April, 1997.
TRANS ENERGY, INC.
(Registrant)
By: /s/ Loren E. Bagley
(Signature)
LOREN E. BAGLEY, President, Chief
Executive Officer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
April 3, 1997
/S/ Loren E. Bagley President, Chief Executive
(Signature) Officer and Director
Loren E. Bagley (Chief Financial Officer)
April 3, 1997
/S/ William F. Woodburn Vice President, and
(Signature) Director
William F. Woodburn
April 3, 1997
/S/ Dennis L. Spencer Secretary and Director
(Signature) (Chief Accounting Officer)
Dennis L. Spencer
LEONARD E. NEILSON
ATTORNEY AT LAW
1121 East 3900 South, Suite C-200
Salt Lake City, Utah 84124
Phone: (801) 288-2855 Fax: (801) 288-2850
April 3, 1997
Trans Energy, Inc.
210 Second Street
St. Marys, West Virginia 26170
Re: Form S-8 Registration Statement
Kenneth Gold Consulting Agreement
S.E.C. File No. 0-23530
To the Board of Directors:
I have acted as counsel to Trans Energy, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), of the Company's registration statement on Form S-8 (the
"Registration Statement") relating to the registration under the
Act of shares of the Company's common stock, $.001 par value
("Common Stock") which may be issued under an agreement for
services (the "Agreement").
In rendering this opinion, I have examined the Registration
Statement as well as a copy of the Company's Articles of
Incorporation and all amendments thereto, By-Laws, minutes of
corporate proceedings, and other corporate documents with respect
to the issuance of the Common Stock. I have been furnished with
originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records")
and I have made such other legal and factual examinations and
inquiries as I have considered necessary as a basis for the
opinions expressed herein. In the examination of the Corporate
Records, I have presumed the authenticity of all signatures which
existed on the Corporate Records and have presumed the veracity and
regularity of all Corporate Records. I have also reviewed such
statutes and judicial precedents as deemed relevant and necessary
as a basis for the opinion hereinafter expressed.
As to the question of fact material to this opinion letter, I
have relied upon the representations and warranties, certificates
of and conversations and correspondences with, officers and
representatives of the Company. Based upon the foregoing, I am of
the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Nevada.
<PAGE>
2. The shares of Common Stock subject to the Registration
Statement have been legally and validly authorized under
the Articles of Incorporation and, when issued and sold
in accordance with the terms of the Agreement and the
manner contemplated by the Registration Statement, will
be duly and validly issued and outstanding, fully paid
and nonassessable.
This opinion is limited to the laws of the State of Nevada and
the Nevada Revised Statutes and no opinion is expressed with
respect to the laws of any other jurisdiction.
I further consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without the prior written consent
of the undersigned. This opinion is based on my knowledge of the
law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my
attention hereafter.
Yours truly,
/S/ Leonard E. Neilson
(Signature)
Leonard E. Neilson
:ae
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
April 1, 1997
Trans Energy, Inc.
St. Marys, West Virginia
As independent public accountants, we hereby consent to the use of
our audit report dated November 27, 1996 (and to all references to
our Firm) included in or made a part of the Form S-8 registration
statement of Trans Energy, Inc.
(Signature)
Jones, Jensen & Company
Certified Public Accountants
