-----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, EkGAhTDWcGMJoTQnlv80Std5aPV8rhVGlp1dwykcpO8Fwz8We0ewuljI0gZQN6B2 FrlxzWI+Xbgtm6xUYy7FgQ== 0001047469-98-021594.txt : 19980525 0001047469-98-021594.hdr.sgml : 19980525 ACCESSION NUMBER: 0001047469-98-021594 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980522 EFFECTIVENESS DATE: 19980522 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARXA INTERNATIONAL ENERGY INC CENTRAL INDEX KEY: 0000774415 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] IRS NUMBER: 133784149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53361 FILM NUMBER: 98630158 BUSINESS ADDRESS: STREET 1: 110 CYPRESS STATION DRIVE, SUITE 280 STREET 2: STE 280 CITY: HOUSTON STATE: TX ZIP: 77090 BUSINESS PHONE: 2814441088 MAIL ADDRESS: STREET 1: 110 CYPRESS STATION DRIVE, SUITE 280 CITY: HOUSTON STATE: TX ZIP: 77090 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR LEAGUE ENTERPRISES INC DATE OF NAME CHANGE: 19951002 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 22, 1998. Registration No. _________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARXA INTERNATIONAL ENERGY, INC. ------------------------------------------------------ (exact name of registrant as specified in its charter) Delaware 13-3784149 - ------------------------ -------------------------- (State of Incorporation) (I.R.S. Employer I.D. No.) 110 Cypress Station Drive, Suite 280, Houston, Texas 77090 -------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) OPMI Operating Company, Inc. and C. Todd Harwell Consulting Agreement --------------------------------------------------------------------- (Full title of the Plan) L. Craig Ford, President 110 Cypress Station Drive, Suite 280 Houston, Texas 77090 (281) 444-1088 -------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- MAXIMUM TITLE OF EACH CLASS OF PROPOSED PROPOSED MAXIMUM SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER UNIT OFFERING PRICE (1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Common Stock $.001 par value 100,000 $1.08 $108,000.00 $31.86 - -----------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee on the basis of the maximum number of securities issuable under the plan that are covered by the registration statement as required by Rule 457(h), computed upon the basis of the average of the bid and asked price of the securities of the same class as of a recent date pursuant to Rule 457(c). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which are on file with the Securities and Exchange Commission, are incorporated herein by reference: a. ARXA International Energy, Inc.'s ("ARXA" or the "Company") latest annual report, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended ("Securities Act") that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed or the Company's effective registration statement on Form 10 or Form 10-SB filed under the Exchange Act containing audited financial statements for the Company's latest fiscal year. b. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the documents of the Company referred to in (a) above. c. The description of the Company's common stock contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. In addition, all other reports and documents subsequently 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 which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The Company's Securities Counsel, Fox Law Offices, P.A., has been partially compensated for legal services by the issuance of 150,000 shares of the Company's common stock. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes Delaware corporations to indemnify its officers, directors, agents and employees. Under Sections 4.25 through and including 4.28 of the Company's By-Laws, the Company shall to the fullest extent permitted by Section 145 of the Delaware General Corporation Law indemnify any and all persons whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Section, and the indemnification provided for therein shall not be deemed exclusive of any other right to which any person may be entitled under any By-law, resolution of shareholders, resolution of directors, agreement, or otherwise, as permitted by said Article, as to action in any capacity in which he served at the request of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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. Section 4.26 of the Company's By-Laws provides for the indemnification of persons in securities law matters where the indemnified party is successful on the merits, or the claims are dismissed with prejudice, or the claims have been settled with court approval and the court approves the indemnification. Item 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. UNDERTAKINGS. ARXA International Energy, Inc. hereby undertakes: (1) To file during any period in which offers or sales are being made, post- effective amendments(s) to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; (iii) 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; Provided, however, that paragraphs (1)(i) and (1)(ii) 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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 a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed 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 Plan. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) 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. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or 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 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 adjudication of such issue. EXHIBIT INDEX 5.9 Opinion of Richard C. Fox, Esq. 10.6 Consulting Agreement with OPMI Operating Company, Inc. and C. Todd Harwell, individually. 24.11 Consent of Richard C. Fox, Esq. (contained in Exhibit 5.9) 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 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 Houston, State of Texas, May 20, 1998. ARXA INTERNATIONAL ENERGY, INC. By: ------------------------------------ L. Craig Ford President/CEO Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- - ------------------------- President/CEO, 05/20/98 L. Craig Ford Director - ------------------------- Treasurer/CFO 05/20/98 L. Craig Ford - ------------------------- Controller 05/20/98 Dennis P. McGrath - ------------------------- Director 05/20/98 William J. Bippus - ------------------------- Director 05/20/98 Gregory A. Stephens - ------------------------- Director 05/20/98 Robert Farris, Sr. EX-5.9 2 EXHIBIT 5.9 EXHIBIT 5.9 FOX LAW OFFICES, P.A. P.O. BOX 1097 PECOS, NEW MEXICO 87552 Telephone (505) 757-6411 Facsimile (505) 757-2411 May 20, 1998 Board of Directors ARXA International Energy, Inc. 110 Cypress Station Drive, Suite 280 Houston, Texas 77090 In re: ARXA International Energy, Inc. Registration Statement on Form S-8 OPMI Operating Company, Inc. and C. Todd Harwell, individually, Consulting Agreement Gentlemen: We have represented ARXA International Energy, Inc., a Delaware Corporation, ("Company") in connection with the preparation of a registration statement filed with the Securities and Exchange Commission on Form S-8 ("Registration Statement") relating to the proposed issuance of up to 100,000 shares ("Shares") of the Company's Common Stock, (par value of $.001 per share) ("Common Stock") pursuant to the terms of a Consulting Agreement with OPMI Operating Company, Inc. and C. Todd Harwell, individually, dated May 19, 1998. In this connection, we have examined such documents, corporate records and other papers as we deemed necessary to examine for the purposes of this opinion. We are of the opinion that the shares of Common Stock will be, when issued pursuant to the Consulting Agreement, legally issued, fully paid and nonassessable. We hereby consent to the filing of this Opinion as an Exhibit to the Registration Statement. Yours truly, FOX LAW OFFICES, P.A. By: Richard C. Fox EX-10.6 3 EXHIBIT 10.6 MAY 19, 1998 Mr. C. Todd Harwell, President OPMI Operating Company, Inc. 6575 W. Loop South, Suite 493 Bellaire, TX 77401 Dear Mr. Harwell, ARXA International Energy, Inc. is aggressively engaged in the search for low risk oil and gas exploration projects, production acquisitions, merger partners and corporate acquisition opportunities. In this regard, you have represented you have contacts in the industry that you would like to introduce to ARXA for a negotiated finder's fee. Accordingly, a fee schedule is set forth below: 1. On each exploration project or production acquisition referred to ARXA in writing and by personal introduction, ARXA hereby agrees to compensate you by paying to you a fee equal to 4% of the total acquisition cost to ARXA. 2. On each corporate level merger or corporate level acquisition referred to ARXA in writing and by personal introduction, ARXA hereby agrees to compensate you by paying to you, in ARXA common stock, a fee equal to 2% of the net book value of the corporation merged with or acquired. 3. ARXA agrees to not circumvent Harwell on any clients introduced to ARXA in writing and by personal introduction. 4. ARXA agrees to issue to Harwell ONE HUNDRED THOUSAND (100,000) shares of ARXA's S-8 common stock (par value $.001 per share) as a consulting fee. The stock will be valued at the closing price of May 18, 1998 which is $1.08 per share. The value of this common stock advance payment will be deducted from the fees earned by you, as described in 1) and 2) above. 5. It is understood that this agreement does not include or apply in any way to the May 14, 1998 Letter of Intent between ARXA and OPMI Operating Company, Inc. and Todd Harwell, individually. 6. This letter agreement shall be effective for a term of one year, beginning from this date, and will govern all transactions described in 1) and 2) above for which ARXA holds a binding Letter of Intent executed and delivered prior to the expiration of the one year term. This agreement requires ARXA's Board of Directors approval and notice must be filed with the Securities and Exchange Commission using form S-8. Please acknowledge your acceptance of this agreement by signing in the space provided below: Agreed and Accepted: Agreed and Accepted: - ------------------------------- -------------------------------- C. Todd Harwell, President L. Craig Ford, President Date: Date: -------------------------- --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----