-----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, Qd6sScaYR+fjuMeTiOa0XdV81S6IGB8piZjJ8ht07wV61Dcn4OdHEw7ZnRCZasUv juGOj1qYzb36WNN2cTmD8A== 0001047469-98-025948.txt : 19980701 0001047469-98-025948.hdr.sgml : 19980701 ACCESSION NUMBER: 0001047469-98-025948 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980630 EFFECTIVENESS DATE: 19980630 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: 333-58079 FILM NUMBER: 98657801 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 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) International Buying Power Corporation 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 PROPOSED TITLE OF EACH CLASS OF MAXIMUM 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 652,000 $.91 $593,320 $175.03 - --------------------------------------------------------------------------------------------
(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 5.11 Opinion of Richard C. Fox, Esq. 10.8 Consulting Agreement with International Buying Power Corporation 24.13 Consent of Richard C. Fox, Esq. (contained in Exhibit 5.11) 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, June 25, 1998. ARXA INTERNATIONAL ENERGY, INC. By: /s/ L. Craig Ford -------------------------------- 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 - --------- ----- ---- /s/ L. Craig Ford President/CEO, 06/25/98 - --------------------------- Director L. Craig Ford /s/ L. Craig Ford Treasurer/CFO 06/25/98 - --------------------------- L. Craig Ford /s/ Dennis P. McGrath Controller 06/25/98 - --------------------------- Dennis P. McGrath /s/ William J. Bippus Director 06/25/98 - --------------------------- William J. Bippus /s/ Gregory A. Stephens Director 06/25/98 - --------------------------- Gregory A. Stephens /s/ Robert Farris, Sr. Director 06/25/98 - --------------------------- Robert Farris, Sr. EX-5.11 2 EXHIBIT 5.11 EXHIBIT 5.11 FOX LAW OFFICES, P.A. P.O. BOX 1097 PECOS, NEW MEXICO 87552 Telephone (505) 757-6411 Facsimile (505) 757-2411 June 8, 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 International Buying Power Corporation 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 652,000 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 International Buying Power Corporation dated June 4, 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-10.8 3 EXHIBIT 10.8 EXHIBIT 10.8 INTERNATIONAL BUYING POWER CORP. A FINANCIAL PUBLIC RELATIONS NETWORK 7860 GLADES ROAD, SUITE 220 - BOCA RATON, FL 33434 PHONE: (561) 482-0004 FAX: (561) 488-2602 ARXA International Energy Inc. June 4, 1998 L. Craig Ford 110 Cypress Station Dr. #280 Houston, TX 77090 This is a seven month Agreement and Understanding between ARXA INTERNATIONAL ENERGY INC. and International Buying Power Corporation. We propose to do the following: 1) Disseminate a one page "highlighter" by fax and operate an intense telemarketing follow-up campaign to new brokers. We would target these brokers primarily instead of those already contacted previously. There will be 10A/E's on the phone daily. 2) Use an extensive mass faxing program to reach thousands of new brokers in a very short time. This creates an instant audience of informed brokers. Follow up calls will turn at least 20% of them into supporters. 3) Use a mass lead faxing program to brokers, of high net worth individuals who have been identified as stock buyers by Investors Business Daily, Barrons and other sources including specific leads from the Company. This builds immediate relief support and incentive for brokers who work the stock through an "Investor Lead Generation Program". 4) We will seek to make ARXA INTERNATIONAL ENERGY INC. its products and financial prospects known not only to individual retail stockbrokers, but also broker-dealers, market makers and other members of the financial community. International Buying Power Corporation, in providing the foregoing services, shall be responsible for all costs incurred except company will be responsible for mailing out due diligence requests. Your cost in expense fees will be as follows: $15,000 worth of free-trading common stock or cash or a combination of both upon signing contract. $15,000 worth of free-trading common stock or cash or a combination of both on 2nd contract month and 3rd contract month. $10,000 worth of free-trading common stock or cash or a combination of both on 4th contract month, 5th contract month and 6th contract month. In addition we will initiate an option program beginning month 4 as proposed below. This contract can be renewed upon completion. Page Two of Proposal - ------------------------------------------------------------------------------- QUANTITY OPTION PRICE TOTAL $ TO COMPANY -------- ------------ ------------------ 200,000 .75 150,000 150,000 1.00 150,000 120,000 1.25 150,000 100,000 1.50 150,000 ------- ------- 570,000 600,000
One of the major challenges posed to a company requiring equity financing to fund that growth is lack of sufficient market capitalization. First, International Buying Power Corporation increases distribution and retail volume which results in INCREASED MARKET CAPITALIZATION. Through our database of 50,000 stockbrokers targeted to buy stock (preferably retail), we feel that a goal of bringing in supportive buying on a daily basis is realistic. Depending on the company's revenue growth, International Buying Power Corporation would determine the goals for a realistic price of the stock value and set those standards for over a 3 month contract which would be negotiable at the end of 3 months. You will gain a proper and orderly retail market for your stock. This program, as outlined, affords you the greatest coverage in developing broker interest and higher market capitalization with a support database of stockbrokers who take positions in your company's stock and increase volume. The bottom line is volume. In order to create a database of stockbrokers who turn around and create a database of investors for any stock, it takes 1) manpower, 2) an accomplished database of trusted stockbrokers who support undervalued companies, 3) a team of investor relations people who are not order takers or clerks, 4) professionals who know the capital markets, 5) the guys who write the tickets and 6) constant energy on the phones and faxes daily, 8 hours a day. THAT'S WHAT IT TAKES! WE ACCOMPLISH ALL THAT AND MORE.* - --------------------------- ------------------------ Terry Ritchie Charles T. Tamburello CEO VP Trading/Sales International Buying Power Corp. International Buying Power Corp. - --------------------------- L. Craig Ford ARXA International Energy Inc. FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT A Financial Public Relations Consulting Agreement, made this 4th day of June 1998 by and between ARXA INTERNATIONAL ENERGY INC. located at 110 Cypress Station Dr. #280, Houston, TX 77090 hereafter referred to as "COMPANY" and INTERNATIONAL BUYING POWER CORPORATION located at 7860 Glades Road, Ste 220, Boca Raton, FL 33434 engaged in providing financial public relations services hereafter referred to as "CONSULTANT". WITNESS THAT: Whereas, the COMPANY requires financial public relations services and desires to employ CONSULTANT to provide such services as an independent contractor consultant, and CONSULTANT is agreeable to such employment, and the parties desire a written document formalizing and defining their relationship and evidencing the terms of their agreement. Now, therefore, intending to be legally bound and in consideration of the mutual promises and covenants, the parties have agreed as follows: 1. APPOINTMENT: The COMPANY hereby appoints CONSULTANT as its financial public relations counsel and hereby retains and employs CONSULTANT, on the terms and conditions of this Agreement. CONSULTANT accepts such appointment and agrees to perform the services upon the terms and conditions of this Agreement. 2. TERM: The term of this Agreement shall begin on June 4, 1998 and terminate on January 4, 1999. 3. SERVICES: (a) CONSULTANT shall act, generally, as financial public relations counsel, essentially acting (1) as liaison between the COMPANY and its shareholders; (2) as advisor to the COMPANY with respect to existing and potential market makers, broker-dealers, underwriters and investors as well as being the liaison between the COMPANY and such persons; and (3) as advisor to the COMPANY with respect to communications and information (e.g. interviews, press releases, shareholder reports, etc.) as well as planning, designed, developing, organizing, writing and distributing such communications and information. (b) CONSULTANT shall seek to make the COMPANY, its management, its products and its financial situation and prospects known to the financial press and publications, broker-dealers, mutual funds, institutional investors, market makers, analysts, investment advisors and other members of the financial community as well as the financial media and the public generally. (c) CONSULTANT, in providing the foregoing services, shall be responsible for all costs of providing the services, not including out-of-pocket expenses for postage, delivery service (e.g. Airborne Express) and preparation of all Due Diligence Packages. 3. LIMITATIONS ON SERVICES: The parties recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by applicable rules and regulations of stock exchanges, National Association of Securities Dealers, in-house "due diligence" or "compliance" departments of brokerage houses, etc. Accordingly, CONSULTANT agrees: (a) CONSULTANT shall NOT release any financial or other information or data about the COMPANY without the consent and approval of the COMPANY, signatures on press releases are necessary. (b) CONSULTANT shall NOT conduct any meetings with financial analysts without informing the COMPANY in advance of the proposed meeting and format or agenda of such meeting, and the COMPANY may elect to have a representative of the COMPANY attend such meeting. (c) CONSULTANT shall NOT release any information or data about the COMPANY to any selected or limited person(s), entity or group if CONSULTANT is aware that such information or data has not been generally released or promulgated. (d) After notice by the COMPANY of filing for a proposed public offering of securities of the COMPANY and during any period of restriction on publicity CONSULTANT shall not engage in any public relations efforts, not in the normal course without approval of counsel for the COMPANY and of counsel for the COMPANY and of counsel for the underwriter(s), if any. 5. DUTIES OF COMPANY: (a) COMPANY shall supply CONSULTANT on a regular and timely basis with all approved data and information about the COMPANY, its management, its products and its operations, and COMPANY shall be responsible for advising CONSULTANT of any facts which would affect the accuracy of any prior data and information previously supplied to CONSULTANT so that CONSULTANT may take corrective action. (b) COMPANY shall promptly supply consultant: with full and complete copies of all filings with all federal and state securities agencies; with full and complete copies of all shareholder reports and communications whether or not prepared with CONSULTANT'S assistance; with all data and information supplied to any analyst, broker-dealer, market maker or other member of the financial community; and with all product/services, brochures, sales materials, etc. -C- COMPANY shall promptly notify CONSULTANT of the filing of any registration statement for the sale of securities and of any other event which triggers any restrictions on publicity. (d) COMPANY shall contemporaneously notify CONSULTANT if any information or data being supplied to CONSULTANT has not been generally released or promulgated. 6. REPRESENTATION AND INDEMNIFICATION: (a) The COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, material information and data which it supplies to CONSULTANT and the COMPANY acknowledges its awareness that CONSULTANT will rely on such continuing representation in disseminating such information and otherwise performing its public relations functions. (b) CONSULTANT, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of material, information and data supplied by the COMPANY. (c) COMPANY hereby agrees to indemnify CONSULTANT against, and to hold CONSULTANT harmless from any claims, demands, suits, loss, damages, etc. arising out of CONSULTANT's reliance upon the accuracy and continuing accuracy of such facts, material, data and information unless CONSULTANT has been negligent in fulfilling the duties and obligations hereunder. (d) COMPANY hereby authorizes CONSULTANT to issue, in CONSULTANTS sole discretion, corrective, amendatory, supplemental or explanatory press releases, shareholder communications and reports or data supplied to analysts, broker-dealers, market makers or other members of the financial community. 7. COMPENSATION: International Buying Power Corporation, in providing the foregoing services, shall be responsible for all costs incurred. Your cost in expense fees will be as follows: We, in providing the foregoing services, will be responsible for all costs incurred except the Company will be responsible for mailing out due diligence requests. International Buying Power Corporation, in providing the foregoing services, shall be responsible for all costs incurred except company will be responsible for mailing out due diligence requests. Your cost in expense fees will be as follows: $15,000 worth of free-trading common stock or cash or a combination of both upon signing contract. $15,000 worth of free-trading common stock or cash or a combination of both on 2nd contract month and 3rd contract month. $10,000 worth of free-trading common stock or cash or a combination of both on 4th contract month, 5th contract month and 6th contract month. In addition we will initiate an option program beginning month 4 as proposed below. This contract can be renewed upon completion. 8. BILLING AND PAYMENT: The monthly basic fee provided for in Paragraph 7(a) shall be due and payable without billing. Billings and payments for special services (Paragraph 7) shall be as agreed. 9. RELATIONSHIP OF PARTIES: CONSULTANT is a Florida Corporation, responsible for compensation of its agents, employees and representatives, as well as all applicable withholding therefrom and taxes thereon (including unemployment compensation) and all workmen's compensation insurance. This Agreement does not establish any partnership, joint venture or other business entity or association between the parties and neither party is intended to have any interest in the business or property of the other. 10. TERMINATION: This Agreement may be terminated by either party prior to the expiration of the term provided in Paragraph 2 only in writing and at least 3 business days prior to the expiration of the current contract month. 11. ATTORNEY FEES: Should either party default in the terms or conditions of this Agreement and suit be filed as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including all costs and reasonable attorney fees, expenses and court costs through trial and appeal. 12. WAIVER OF BREACH: The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party. 13. ASSIGNMENT: The rights and obligations of the parties under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the parties. 14. NOTICES: Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified mail return receipt requested to the principal office of the party being notified. 15. ENTIRE AGREEMENT: This instrument contains the entire agreement of the parties and may be modified only by agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement shall be governed for all purposes by the laws of the state of Florida. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. SIGNATURE PAGE IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have executed this Agreement. /s/ Terry Ritchie - --------------------------------- Terry Ritchie CEO International Buying Power Corp. /s/ Charles T. Tamburello - --------------------------------- Charles T. Tamburello VP Trading/Sales International Buying Power Corp. /s/ L. Craig Ford - --------------------------------- L. Craig Ford ARXA International Energy Inc. -----END PRIVACY-ENHANCED MESSAGE-----