-----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, PUF1/SraCyhAgYuds0u6t8P8ZoZNdYq+ZrqQe3jdg+f3uKJGaG9Inm5pI8Ib98aK q+mip6iotH5vbgScy5ZnyA== 0000914233-96-000122.txt : 19960906 0000914233-96-000122.hdr.sgml : 19960906 ACCESSION NUMBER: 0000914233-96-000122 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960905 EFFECTIVENESS DATE: 19960924 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FX ENERGY INC CENTRAL INDEX KEY: 0000907649 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 870504461 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11417 FILM NUMBER: 96626030 BUSINESS ADDRESS: STREET 1: 3006 HIGHLAND DR STREET 2: STE 206 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 BUSINESS PHONE: 8014865555 MAIL ADDRESS: STREET 1: 3006 HIGHLAND DR STREET 2: STE 206 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER OIL EXPLORATION CO DATE OF NAME CHANGE: 19940223 S-8 1 AS FILED: SEPTEMBER 5, 1996 SEC FILE NO. SECURITIES AND EXCHANGE COMMISSION FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FX ENERGY, INC. --------------- (Exact name of registrant as specified in its charter) NEVADA 87-0504461 - ------------------------------ ------------------------------ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3006 SOUTH HIGHLAND DRIVE SALT LAKE CITY, UTAH 84106 - ------------------------------ ------------------------------ (Address of Principal Executive Offices) (Zip Code) 1995 STOCK OPTION AND AWARD PLAN -------------------------------- (Full title of the plan) DAVID N. PIERCE, 3006 SOUTH HIGHLAND DRIVE, SALT LAKE CITY, UTAH 84106 - ------------------------------------------------------------------------------ (Name and address of agent for service)) (801) 486-5555 ------------------ (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed maximum Title of securities Amount to maximum aggregate Amount of to be registered be offering offering registration registered price per price fee share(1) - ----------------------- ---------- ----------- ----------- ------------ Common Stock, par value 50,000 $1.50 $75,000 $100 $0.001 (1)Pursuant to rule 457(h) of the Securities Act of 1993, the proposed maximum offering price per share for the purpose of calculating the registration fee is the weighted average of (i) the weighted average exercise price per share of the outstanding options and warrants and (ii) with respect to options that may yet be granted under the stock option plan included hereunder, the average of the high and low price of the common stock of the Registrant as of August 30, 1996, as reported on the Nasdaq National Market. 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, 1995; (2) The quarterly reports of the Company on form 10-QSB for the quarters ended March 31 and June 30, 1996; and (3) 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' 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 liaiblity 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 Coopers & Lybrand L.L.P., This Filing auditors for the Company 23.02 23 Consent of Barker & Folsom, previous This Filing auditors for the Company 23.03 23 Consent of Kruse, Landa & Maycock, L.L.C., See Item 5 counsel for the Company above 24.01 24 Powers of Attorney See signature page to Registration Statement (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 51(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 August, 1996. 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 August, 1996. /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 Jay W. Decker Director /s/ James A. Giauque, III Controller EX-5 2 KLM OPINION RE: LEGALITY 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) 359-3954 ELLEN MAYCOCK (801) 531-7091 DAVID R. KING (801) 531-9894 KEITH L. POPE LYNDON L. RICKS KEVIN R. ANDERSON STEVEN G. LOOSLE JODY L. WILLIAMS RICHARD C. TAGGART DAVID C. WRIGHT PAMELA S. NIGHSWONGER SHANE L. HANNA September 3, 1996 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 the issuance of certain securities to be issued 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 offered 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. This firm consents to being named in the Registration Statement as having rendered the foregoing opinion. Sincerely yours, /s/ KRUSE, LANDA & MAYCOCK, L.L.C. KL&M/JRK EX-23 3 CONSENT OF COOPERS & LYBRAND L.L.P. CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 29, 1996 on our audit of the financial statements of FX Energy, Inc. (formerly known as Frontier Oil Exploration Company). /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Salt Lake City, Utah September 3, 1996 EX-23 4 CONSENT OF BARKER & FOLSOM BARKER & FOLSOM - ------------------------------------------------------------------------------ CERTIFIED PUBLIC ACCOUNTANTS Thomas G. Barker, Jr., CPA, P.C. Randy K. Parker, CPA M. Bradley Folsom, CPA, P.C. Nikki J. Thon Member of APCPA Division of Firms Member of SEC Practice Section CONSENT OF INDEPENDENT AUDITORS Frontier Oil Exploration Company and Subsidiaries Barker & Folsom do hereby consent to the incorporation by reference into the Registration Statement on Form S-8 of FX Energy, Inc. (the "Company"), of our opinion dated February 24, 1995, relating to the financial statements as of December 31, 1994 and for the year then ended, as such report is included in the Company's annual report on form 10-K for its fiscal year ended December 31, 1995. /s/ Ogden, Utah September 3, 1996 2655 Kiesel Avenue/Ogden, Utah 84401 (801) 621-0390/FAX (801) 392-7729 -----END PRIVACY-ENHANCED MESSAGE-----