-----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, TU0UiV6uz9j13wnc5TbXPhMpyZTZpQOwio0h7WGlcfdN8jhT6vNs8FN0DjlfqYBb 922vrmTBpUhxtuMI1EoamA== 0000931731-03-000017.txt : 20030213 0000931731-03-000017.hdr.sgml : 20030213 20030213163600 ACCESSION NUMBER: 0000931731-03-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030213 EFFECTIVENESS DATE: 20030213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS ENERGY INC CENTRAL INDEX KEY: 0000919721 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 930997412 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-103195 FILM NUMBER: 03560194 BUSINESS ADDRESS: STREET 1: 210 SECOND ST STREET 2: PO BOX 393 CITY: ST MARYS STATE: WV ZIP: 26170 BUSINESS PHONE: 3046847053 MAIL ADDRESS: STREET 1: 210 SECOND ST STREET 2: PO BOX 393 CITY: ST MARYS STATE: WV ZIP: 26170 S-8 1 s8.txt Registration No. 333- 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) A. Thomas Crompton Consulting Agreement - November 7, 2002 (Full title of the plan) William F. Woodburn 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 Amount to Maximum Maximum Amount of Title of Securities be Offering Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee Common Stock, par value $.001(1) 3,500,000 $.003 per Share $ 10,500 $ 1.00 Shares ========================================= ================ ===================== =================== ================= TOTAL FEE $ 1.00
(1) Based upon 3,500,000 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 OTC Bulletin Board. -1- 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, 2001, which contains audited financial statements for the Company's fiscal year ended December 31, 2001. (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. -2- 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). 99(i) A. Thomas Crompton Consulting Agreement - November 7, 2002. 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; -3- (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 13th day of February 2002. TRANS ENERGY, INC. (REGISTRANT) By: /S/ ROBERT I. RICHARDS ---------------------------------------------- Robert I. Richards, 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 dates indicated.
Signature Title Date --------- ----- ---- /S/ ROBERT I. RICHARDS President, Chief Executive February 13, 2003 - ------------------------------------------- Robert I. Richards Officer and Director (Chief Financial Officer) /S/ LOREN E. BAGLEY Vice President and Director February 13, 2003 - ------------------------------------------- (Chief Financial Officer) Loren E. Bagley /S/ WILLIAM F. WOODBURN Secretary / Treasurer, and February 13, 2003 - ------------------------------------------- Director William F. Woodburn (Principal Accounting Officer) /S/ JOHN B. SIMS Director February 13, 2003 - --------------------------------------------------- John B. Sims
-4- EX-5.1 4 ex5no1.txt Trans Energy, Inc. February 13, 2003 Page 1 Exhibit 5.1 LEONARD E. NEILSON ATTORNEY AT LAW 8160 South Highland Drive Suite 209 Sandy, Utah 84093 Phone: (801) 733-0800 Fax: (801) 733-0808 February 13, 2003 Trans Energy, Inc. 210 Second Street St. Marys, West Virginia 26170 Re: Form S-8 Registration Statement A. Thomas Crompton Consulting Agreement - November 7, 2002 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 consulting 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. 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. 1 Trans Energy, Inc. February 13, 2003 Page 2 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. The undersigned hereby acknowledges that as of the date hereof, I am the beneficial owner of 455,000 shares of the Company's common stock. Yours truly, /S/ Leonard E. Neilson ---------------------- Leonard E. Neilson :ae 2 EX-23.1 5 ex23no1.txt Exhibit 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Trans Energy, Inc. on Form S-8 of our report, dated March 15, 2002, which includes an emphasis paragraph relating to an uncertainty as to the Company's ability to continue as a going concern, included in and incorporated by reference in the Annual Report on Form 10-KSB of Trans Energy, Inc. for the year ended December 31, 2001. /s/ HJ & Associates, LLC - ------------------------ HJ & Associates, LLC Salt Lake City, Utah February 11, 2003 1 EX-99.1 6 ex99no1.txt Exhibit 99(i) CONSULTING AGREEMENT Agreement made as of this 7th day of November, 2002, and between Trans Energy, Inc. (the Company and A. Thomas Crompton (the "Consultant"). WITNESSETH: WHEREAS, the Company wished to engage the Consultant for services to the Company as set forth herein upon the terms and conditions set forth herein; and WHEREAS, the Consultant wished to be engaged to provide the services to the Company as set forth herein upon the terms and conditions set forth herein; NOW THEREFORE, in consideration of the promises and mutual covenants herein se forth it is agreed as follows: A. The Company hereby retain the Consultant as a technical/financial consultant and the consultant shall provide to the Company, when requested by the Company from time to time during normal business hours, consultation concerning but not limited to aiding in the communication and depositions of any judgment, liens, bankruptcy proceeding or other claim by creditors of Trans Energy, Inc. to aid in the communication and disposition of any tax matter to include income tax, payroll tax, property tax both state and federal. To deal directly with the appropriate regulatory agency with the preparing and filing of the appropriate and required tax and other form to the extent legally allowed by consultant. B. The Company agrees to work with Consultant to furnish consultant with the appropriate and related documents to complete the service as stated above. Company also agrees to give consultant the limited and specify Power of Attorney to accomplish the task as stated above. C. This agreement shall become effective on the date thereof and shall continue for a period of Twelve Months. D. As compensation for its services the Company shall issue to the Consultant Three and One Half Million (3,500,000) Shares of the Company's common stock ("The shares") which shares shall be fully paid and nonassessable. The transfer agent is to be notified to immediately issue these shares in the name of Venture Investments LLC and have them mailed to Attkisson Carter & Akers, Attention Ken Graybeal, 3060 Peachtree Road, N.W. Suite 1475, Atlanta, Georgia 30305. E. The Consultant agrees to pay for all reasonable business expenses for the services to be rendered hereunder, including but not limited to travel, food, lodging and entertainment. F. The Consultant covenants that all information concerning the Company, including Proprietary information of which it obtains knowledge as a result of the services rendered pursuant to the Agreement shall be kept confidential and shall not be used by the Consultant to any third party without the prior consent of the Company. G. The Consultant and the Company hereby acknowledge that the Consultant is a independent contractor. The Consultant shall not hold itself out as, nor shall it take any action from which others might infer that it is a partner of the Company. In addition, the Consultant shall take no actions which bind, or purports to bind the Company. H. The Company agrees to indemnify and hold the Consultant and its officers, directors, employees, associates, and agents harmless from and against all losses, claims, damages, liabilities, cost expenses and attorney fees arising in connection with the agreement or the services rendered hereunder. I This agreement contains the entire agreement between the parties. It may not be changed except by agreement in writing signed by the party against who enforcement of a waiver change, discharge, or modification is sought. Waiver or failure to exercise any rights provided by the Agreement in any respect shall not be deemed a waiver or any former or future rights. J. This agreement shall be construed according to the laws of the State of West Virginia and subject to the jurisdiction of the courts of the state. K. This agreement shall be binding upon the parties the successors or assigns. L. This agreement may be executed in one or more counterparts, each of which will be deemed an original and together will constitute one document. The delivery by facsimile of an executed counterpart of the agreement will be deemed to be an original and will have the full force and effect of an original executed copy. M. Any notice, request, demand or any communication required or permitted to be given hereunder shall be deemed to be properly given when personally served in writing or when deposited in the United States mail, postage prepaid, certified and addressed to the other party at their principle address. IN WITNESS WHEREOF, the parties hereto have executed or caused this document to be Executed as of the day and year first written above. Trans Energy, Inc. /s/ W. F. Woodburn /s/ A. Thomas Crompton - ------------------ ---------------------- W. F. Woodburn A. Thomas Crompton Secretary -----END PRIVACY-ENHANCED MESSAGE-----