-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EL0DgjjM2FCNqJdIniyGRCWpIsgZeCwPZjIlp6FUsmzo/+aK4Kif29qRB895R7hM bj3n5YzqUj8t5m9OON0Hmg== 0001144204-06-005881.txt : 20060214 0001144204-06-005881.hdr.sgml : 20060214 20060214141140 ACCESSION NUMBER: 0001144204-06-005881 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 EFFECTIVENESS DATE: 20060214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEXCO ENERGY CORP CENTRAL INDEX KEY: 0000066418 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840627918 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-131835 FILM NUMBER: 06612487 BUSINESS ADDRESS: STREET 1: 214 W TEXAS AVENUE STREET 2: SUITE 1101 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156821119 MAIL ADDRESS: STREET 1: 214 W TEXAS AVENUE STREET 2: SUITE 1101 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: MILLER OIL CO DATE OF NAME CHANGE: 19800702 S-8 1 v035453_mexco-s8.txt As filed with the Securities and Exchange Commission on February 14, 2006 Registration No. 333-_______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- MEXCO ENERGY CORPORATION (Exact name of issuer as specified in its charter) Colorado 84-0627918 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 214 W. Texas, Suite 1101 79701 Midland, Texas (Zip Code) (Address of principal executive offices) Mexco Energy Corporation 1997 Employee Incentive Stock Plan and Mexco Energy Corporation 2004 Incentive Stock Plan (Full Title of the Plans) ------------------------ Nicholas C. Taylor, President and Chief Executive Officer Mexco Energy Corporation 214 W. Texas, Suite 1101 Midland, Texas 79701 (432) 682-1119 (Name and address, including zip code, and telephone number, including area code, of agent for service) Copies to: Dan G. LeRoy Cotton, Bledsoe, Tighe & Dawson 500 West Illinois, Suite 300 Midland, Texas 79701 ------------------------- CALCULATION OF REGISTRATION FEE
====================================================================================================================== Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Per Offering Registration to be Registered Registered Unit (1) Price (1) Fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $0.50 par value...... 725,000 $9.91 $7,184,750.00 $769 ======================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee and computed in accordance with Rule 457(h) based upon the average of the high and low prices for securities of the same class as quoted on the Nasdaq National Market on February 10, 2006. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The document(s) containing the information concerning each of the Mexco Energy Corporation 1997 Employee Incentive Stock Plan and the Mexco Energy Corporation 2004 Incentive Stock Plan (the "Plans") required by Item 1 of Form S-8 and the statement of availability of Registrant information and other information required by Item 2 of this Form will be sent or given to employees eligible to participate in each of the Plans as specified by Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of any or all of the documents included in such file. 2 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated herein by reference: (1) the Annual Report on Form 10-K of Mexco Energy Corporation (the "Company") for the fiscal year ended March 31, 2005; (2) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, a Current Report on Form 8-K filed by the Company on July 1, 2005, and a Current Report on Form 8-K filed by the Company on August 12, 2005, and a Current Report on Form 8-K filed by the Company on November 15, 2005, all filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the 10-K Annual Report referred to in (1) above; and (3) the registration statement filed by the Company under Section 12 of the Exchange Act containing the description of the Common Stock of the Company, par value $0.50 per share. All documents hereafter filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment of this Registration Statement which indicates that all securities offered hereby 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 a part hereof from the date of filing of such documents. Item 4. Description of Securities. The class of securities to be offered pursuant to this Registration Statement have been registered under Section 12 of the Exchange Act by the filing of a registration statement under the Exchange Act as described in Item 3 above. Item 5. Interests of Named Experts and Counsel. No expert named in the Registration Statement nor counsel for the Company (1) was employed for such purpose on a contingent basis; (2) will receive in connection herewith a substantial interest, direct or indirect, in the Company or its subsidiaries; or (3) was a promoter, underwriter, voting trustee, director, officer or employee of the Company. 3 Item 6. Indemnification of Directors and Officers. Article XIII of the Company's Bylaws adopted December 5, 2002 provides as follows: "The Corporation shall indemnify all of its directors, officers and employees to the extent authorized and permitted by Article 109 of the Colorado Business Corporation Act, as amended". Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description of Exhibit ----------- ---------------------- 3.1* Articles of Incorporation (incorporated by reference to the Company's Annual Report on Form 10-K filed June 25, 1998). 3.2* Bylaws adopted December 5, 2002 (incorporated by reference to the Company's Annual Report on form 10-K filed June 30, 2003). 10.1* 1997 Employee Incentive Stock Plan (incorporated by reference to the Amendment to Schedule 14C Information Statement filed on August 13, 1997). 10.2* 2004 Incentive Stock Plan (incorporated by reference to the Proxy Statement pursuant to Schedule 14A filed on July 9, 2004). 5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation. 23.1** Consent of Grant Thornton LLP. 23.2** Consent of Joe C. Neal and Associates, Petroleum Consultants 23.3** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation (such consent is included in the Opinion filed as Exhibit 5.1 to this Registration Statement.) - -------------------------- * Incorporated by reference to the filing(s) indicated. ** Filed herewith. 4 Item 9. Undertakings. The Company hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and (iii) include any additional or changed material information on the plan of distribution; provided, that the Company does not give the statements in paragraphs (a)(1)(i) and (a)(1)(ii) of this item to the extent the information required in a post-effective amendment is incorporated by reference from periodic reports filed by the Company under the Exchange Act. (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. 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. 5 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, thereunto duly authorized, in the City of Midland, State of Texas, on this 10th day of February, 2006. MEXCO ENERGY CORPORATION (Registrant) By: /s/ Nicholas C. Taylor President and Chief Executive 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 date indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Nicholas C. Taylor President, Chief Executive February 10, 2006 Officer and Director /s/ Donna Gail Yanko Vice President, Operations February 10, 2006 and Director /s/ Tamala L. McComic Vice President, Treasurer and February 10, 2006 Assistant Secretary /s/ Thomas Graham, Jr. Chairman of the February 10, 2006 Board of Directors /s/ Thomas R. Craddick Director February 10, 2006 /s/ Jeffry A. Smith Director February 10, 2006 /s/ Arden Grover Director February 10, 2006 /s/ Jack D. Ladd Director February 10, 2006 6 INDEX TO EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 3.1* Articles of Incorporation (incorporated by reference to the Company's Annual Report on Form 10-K filed June 25, 1998). 3.2* Bylaws adopted December 5, 2002 (incorporated by reference to the Company's Annual Report on form 10-K filed June 30, 2003). 10.1* 1997 Employee Incentive Stock Plan (incorporated by reference to the Amendment to Schedule 14C Information Statement filed on August 13, 1997). 10.2* 2004 Incentive Stock Plan (incorporated by reference to the Proxy Statement pursuant to Schedule 14A filed on July 9, 2004). 5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation. 23.1** Consent of Grant Thornton LLP. 23.2** Consent of Joe C. Neal and Associates, Petroleum Consultants 23.3** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation (such consent is included in the Opinion filed as Exhibit 5.1 to this Registration Statement.) - -------------------------- * Incorporated by reference to the filing(s) indicated. ** Filed herewith. EX-5.1 2 v035453_ex5-1.txt COTTON, BLEDSOE, TIGHE & DAWSON A PROFESSIONAL CORPORATION ATTORNEYS AT LAW SUITE 300 500 WEST ILLINOIS MIDLAND, TEXAS 79701-4337 P. O. BOX 2776 ZIP 79702-2776 TELEPHONE (432) 684-5782 FAX (432) 682-3672 EXHIBIT 5.1 February 10, 2006 Mexco Energy Corporation 214 W. Texas Avenue, Suite 1101 Midland, Texas 79701 Re: Registration Statement on Form S-8 Mexco Energy Corporation 1997 Employee Incentive Stock Plan and Mexco Energy Corporation 2004 Incentive Stock Plan Gentlemen: We have acted as counsel for Mexco Energy Corporation, a Colorado corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 725,000 shares (the "Shares") of the common stock, par value $0.50 per share (the "Common Stock") of the Company reserved for issuance under the Mexco Energy Corporation 1997 Employee Incentive Stock Plan and Mexco Energy Corporation 2004 Incentive Stock Plan (the "Plans"). A Registration Statement on Form S-8 (the "Registration Statement") covering the sale of the Shares was filed under the Act with the Securities and Exchange Commission (the "Commission"). In reaching the conclusions expressed in this opinion, we have examined signed copies of the Registration Statement and all exhibits thereto. We have also examined and relied upon originals or copies certified to our satisfaction, of (i) the Articles of Incorporation and Bylaws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Shares and related matters, (iii) the Plans, and (iv) such other agreements and instruments relating to the Company as we have deemed necessary or appropriate for the purposes of the opinions hereinafter expressed. In rendering such opinions, we have relied, to the extent we deemed reasonable, on certificates and certain other information provided to us by officers of the Company and public officials as to matters of fact of which the maker of such certificates or the person providing such information had knowledge. Furthermore, in rendering such opinions we have assumed that the signatures on all documents examined by us are genuine, that all documents and corporate record books submitted to us as originals are authentic, accurate and complete, and that all documents submitted to us as copies are true, correct and complete copies of the originals thereof. We have also assumed that the approval and adoption of the 2004 Incentive Stock Plan by the Board of Directors of the Company constitutes the authorization and reservation of the Shares to be issued under that Plan. Based solely upon the foregoing, subject to the assumptions, limitations and qualifications set forth herein, and specifically limited in all respects to the laws of the State of Colorado and the United States of America, we are of the opinion that the Shares registered pursuant to the Registration Statement have been duly and validly authorized by the Company, and when paid for, issued or sold and delivered in accordance with the terms of the Plans such Shares will be legally issued, fully paid and nonassessable. Please note in this regard that we are not licensed to practice law in the State of Colorado, but we have reviewed Section 7-106-205 of the Colorado corporation statutes in connection with the opinions expressed herein. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is rendered only to the Company and solely for the benefit of the Company and the Commission in connection with the registration and the issuance of the Shares pursuant to the Registration Statement and the Plans, respectively. This opinion may not be otherwise used, circulated, quoted, relied upon, or referred to by you or the Commission for any other purpose or by any other person, firm or corporation for any purpose, without our prior written consent. Yours very truly, COTTON, BLEDSOE, TIGHE & DAWSON By: /s/ Dan G. LeRoy EX-23.1 3 v035453_ex23-1.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated May 20, 2005, accompanying the consolidated financial statements of Mexco Energy Corporation appearing in the Annual Report on Form 10-K for the year ended March 31, 2005, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ GRANT THORNTON LLP Oklahoma City, Oklahoma February 10, 2006 EX-23.2 4 v035453_ex23-2.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT ENGINEERS As independent engineering consultants, Joe C. Neal and Associates, Petroleum Consultants, hereby consent to the use of our reports incorporated herein by reference. /s/ JOE C. NEAL AND ASSOCIATES, PETROLEUM CONSULTANTS Midland, Texas February 10, 2006 -----END PRIVACY-ENHANCED MESSAGE-----