As filed with the Securities and Exchange Commission on June 5, 1997.
Registration No. 33-________
_______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________
HYPERDYNAMICS CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 82-0400335
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5444 Westheimer, Suite 2080, Houston, Texas 77056
(Address of principal executive offices)
STOCK OPTION PLAN
(Full title of the plan)
___________________________
Kent Watts
President
HYPERDYNAMICS CORPORATION
5444 Westheimer, Suite 2080
Houston, Texas 77056
(713) 622-1983
(Name, address and telephone number, including
area code, of agent for service)
____________________________
Copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
______________________________
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO
BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO
RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN
SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(*) price(*) fee
<S> <C> <C> <C> <C>
Common stock, 1,620,000
par value shares $1.94 $3,142,800 $952.36
$.001
underlying
options
</TABLE>
_____________________________________________________________________________
* Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended,
solely for purposes of calculating the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities
and Exchange Commission (the "Commission") by HyperDynamics
Corporation (the "Company"), are incorporated herein by reference and
made a part hereof: (a) the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1995; and (b) all other reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1995.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and 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 herein and to be part
hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All
shares of common stock are entitled to one vote on all matters; there
are no pre-emptive rights and cumulative voting is not allowed. The
common stock is not subject to redemption and carries no subscription
or conversion rights. In the event of liquidation of the Registrant,
the holders of common stock are entitled to share equally in corporate
assets after satisfaction of all liabilities.
Item 5. Not Applicable
Item 6. Indemnification of Officers and Directors.
Under the Delaware General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil,
criminal, administrative or investigative proceeding, other than an
action by or in the right of the corporation, by reason of the fact
that such person was a director, officer, employee or agent of the
corporation, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement of any such actions if he or she
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation; provided, however, in
any criminal proceeding, the indemnified person shall have had no
reason to believe the conduct committed was unlawful.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations
under the federal securities laws, rules and regulations is against
public policy. See subparagraph (c) of Item 9 below.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
Exhibit Number Description of Exhibit
5 Opinion of Axelrod, Smith &
Kirshbaum
23(i) Consent of Jack Evans,
Certified Public Accountant
23(ii) Consent of Axelrod, Smith &
Kirshbaum
23(iii) Consent of Jones, Jensen &
Company
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
A. (1) To file during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement; provided, however,
that paragraphs (a)(i) and (a)(ii) above do not apply if the
registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, that 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 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 of 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, 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, thereto duly authorized, in the City of Houston, State
of Texas on June 4, 1997.
HYPERDYNAMICS CORPORATION
By: /s/ Kent Watts
Kent Watts, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert J. Hill Director June 4, 1997
Robert J. Hill
/s/ Kent Watts President, Director June 4, 1997
Kent Watts Chief Financial Officer
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
<C> <C>
5 Opinion of Axelrod, Smith & Kirshbaum
23(i) Consent of Jack Evans, Certified Public Accountant
23(ii) Consent of Axelrod, Smith & Kirshbaum
23(iii) Consent of Jones, Jensen & Company
</TABLE>
Axelrod, Smith & Kirshbaum
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Facsimile (713) 552-0202
Robert D. Axelrod, P.C.
June 5, 1997
Kent Watts
HYPERDYNAMICS CORPORATION
5444 Westheimer, Ste. 2080
Houston, Texas 77056
Dear Mr. Watts:
As counsel for HyperDynamics Corporation, a Delaware corporation
("Company"), and in connection with the issuance of a total of
1,620,000 shares of the Company's $.001 par value common stock
pursuant to a plan you have designated as the Stock Option Plan, you
have requested our firm to render this opinion in connection with the
Registration Statement to be filed by the Company on Form S-8.
We are familiar with the Registration Statement and the
registration contemplated thereby. In giving this opinion, we have
reviewed the Registration Statement and such other documents and
certificates of public officials and of officers of the Company with
respect to the accuracy of the factual matters contained therein as we
have felt necessary or appropriate in order to render the opinions
expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
presented to us as originals, the conformity to original documents of
all documents presented to us as copies thereof, and the authenticity of
the original documents from which any such copies were made, which
assumptions we have not independently verified.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware; and
2. The shares of Common Stock to be issued are validly
authorized and, when issued and delivered, and having been
fully paid for, in accordance with the terms of the Consulting
Agreement, will be validly issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference in the Registration
Statement to Axelrod, Smith, & Kirshbaum under the heading
"Exhibits-Opinion; however, this opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose
without prior written consent."
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with
respect to any matter which may hereafter come to my attention.
Very truly yours,
/s/ Axelrod, Smith & Kirschbaum
AXELROD, SMITH & KIRSCHBAUM
(JACK EVANS LETTERHEAD)
May 29, 1997
The Board of Directors
HyperDynamics Corporation
(formerly RAM-Z Enterprises, Inc.)
I consent to the incorporation by reference in the registration
statement on Form S-8 of HyperDynamics Corporation (formerly RAM-Z
Enterprises, Inc.), of my report dated September 23, 1996, relating to
the consolidated balance sheet of HyperDynamics Corporation (formerly
RAM-Z Enterprises, Inc.) as of June 30, 1996 and the related statements
of income, changes in stockholders' equity and cash flows for the
period then ended, which report appears in the report on Form 8-K of
HyperDynamics Corporation (formerly RAM-Z Enterprises, Inc.) dated
August 26, 1996 as amended.
/s/ JACK EVANS
CONSENT OF COUNSEL
The consent of Axelrod, Smith & Kirshbaum is contained in the
opinion filed as Exhibit 5 to this Registration Statement.
(JONES, JENSEN & COMPANY LETTERHEAD)
June 2, 1997
The Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Dear Sirs:
We consent to the incorporation by reference in this
Registration Statement of HyperDynamics Corporation
(formerly RAM-Z Enterprises, Inc.), on Form S-8 of our
report dated March 20, 1996, appearing in the Annual
Report on Form 10KSB of Ram-Z Enterprises, Inc. for
the year ended December 31, 1995.
/s/ JONES, JENSEN & COMPANY
Jones, Jensen & Company
