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)
John B. Gessner Legal Services Agreement
(Full title of the plan)
Loren E. Bagley
210 Second Street
St. Marys, West Virginia 26170
(Name and address of agent for service)
(304) 684-7053
(Telphone number, including area code, 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 150,000 $ .125 per $ 18,750 $ 4.95
value $.001(1) Shares share
TOTAL FEE $ 4.95
(1) Based upon 150,000 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(c) under the
Securities Act of 1933, as amended, and based upon
the last sale reported for 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.
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, 1999,
which contains audited financial statements for the
Company's fiscal year ended December 31, 1999.
(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 H J & Associates, L.L.C., Independent Certified
Public Accountants.
23.2 Consent of Leonard E. Neilson, P.C. (included in
Exhibit 5.1).
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, to
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.
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 17th day of October 2000.
TRANS ENERGY, INC.
(Registrant)
By: /s/ Loren E. Bagley
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
October 17, 2000
/S/ Loren E. Bagley President, Chief Executive
Loren E. Bagley Officer and Director
(Chief Financial Officer)
October 17, 2000
/S/ William F. Woodburn Vice President, and
William F. Woodburn Director
(Principal Accounting Officer)
October 17, 2000
/S/ John B. Sims Director
John B. Sims
October 17, 2000
/S/ Gary F. Lawyer Director
Gary F. Lawyer
