-----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, TKVVXLkxc+DgJ0BBwcjD0PjOiUiu8bdjGko04NceCXQwVLBeK8g1zuXxRDVIFajY afUToJ4KNrpJXXgd3sfn5Q== 0001047469-98-041450.txt : 19981118 0001047469-98-041450.hdr.sgml : 19981118 ACCESSION NUMBER: 0001047469-98-041450 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981117 EFFECTIVENESS DATE: 19981117 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: 333-67395 FILM NUMBER: 98753633 BUSINESS ADDRESS: STREET 1: 530 WELLS FARGO DRIVE STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77090- BUSINESS PHONE: (281)-444-1088 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 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.) 530 Wells Fargo Drive, Suite 310, Houston, Texas 77090 ------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Waylon E. McMullen P.C. Consulting Contract ------------------------------------------- (FULL TITLE OF THE PLAN) L. Craig Ford, President 530 Wells Fargo Drive, Suite 310 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 300,000 $.50 $150,000 $ 44.25 - ------------------------------------------------------------------------------------------------------
(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 5.20 Opinion of Richard C. Fox, Esq. 10.16 Consulting Agreement with Waylon E. McMullen, P.C. 24.22 Consent of Richard C. Fox, Esq. (contained in Exhibit 5.20) 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, November 13, 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, 11/13/98 - -------------------------- Director L. Craig Ford /s/ L. Craig Ford Treasurer/CFO 11/13/98 - -------------------------- L. Craig Ford /s/ Dennis P. McGrath Director 11/13/98 - -------------------------- Dennis P. McGrath /s/ William J. Bippus Director 11/13/98 - -------------------------- William J. Bippus /s/ Gregory A. Stephens Director 11/14/98 - -------------------------- Gregory A. Stephens /s/ Robert G. Farris, Sr. Director 11/13/98 - -------------------------- Robert G. Farris, Sr. /s/ Larry R. Keeler Director 11/13/98 - -------------------------- Larry R. Keeler EX-5.20 2 EXHIBIT 5.20 EXHIBIT 5.20 FOX LAW OFFICES, P.A. P.O. BOX 1097 PECOS, NEW MEXICO 87552 Telephone (505) 757-6411 Facsimile (505) 757-2411 November 16, 1998 Board of Directors ARXA International Energy, Inc. 530 Wells Fargo Drive, Suite 310 Houston, Texas 77090 In re: ARXA International Energy, Inc. Registration Statement on Form S-8 Waylon E. McMullen, P.C. 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 300,000 shares ("Shares") of the Company's Common Stock, (par value of $.001 per share) ("Common Stock") pursuant to the terms of a Consulting Contract with Waylon E. McMullen, P.C. dated November 5, 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. /s/ Richard C. Fox - ------------------------- By: Richard C. Fox EX-10.16 3 EXHIBIT 10.16 Exhibit 10.16 CONSULTING CONTRACT WAYLON E. MCMULLEN, P.C. Attorney at Law P.O. Box 795517 Dallas, Texas 75379-5517 Telephone Telecopy 972/239-2290 972/239-2295 November 5, 1998 Mr. L. Craig Ford President and CEO ARXA International Energy, Inc. 530 Wells Fargo Drive, Suite 310 Houston, Texas 77090 Dear Mr. Ford: This is a six month agreement and understanding between Waylon E. McMullen ("McMullen") whose business address is P.O. Box 795517, Dallas, Texas 75379 and ARXA International Energy, Inc. ("ARXA"). McMullen is engaged in the business of providing investigatory services relating to acquisition candidates and properties for both private and publicly-held Companies and in regard hereto, soliciting the opinions and recommendations, regarding evaluations of Investment Bankers, Brokers and Market Makers. ARXA desires to utilize the services of McMullen and McMullen has agreed to perform his services for ARXA. Nothing herein contained, however, will require McMullen to provide his services exclusively for the benefit of ARXA. 1) In performing his services, McMullen will, at his own cost and expenses, solicit such Brokers, Investment Bankers and Market Makers as he, in his sole discretion, deems most capable and unbiased regarding the evaluation of any potential acquisition of ARXA. 2) In connection with the investigation of companies as potential acquisition candidates for ARXA, McMullen will obtain and review, (a) all financial statements, audited and unaudited; (b) business plans; and (c) other descriptive materials issued by or relating to the acquisition candidate. Additionally, where necessary, McMullen will obtain, as part of his evaluation, copies of all existing material contracts, agreements, appraisals and equipment schedules relating to the acquisition candidates and/or its properties. 3) In addition, if requested by ARXA, McMullen shall from time to time, assist ARXA in the preparation of all documentation requisite to obtaining equity investment or loans in order to fund any potential acquisition. McMullen, in providing the foregoing services, will be responsible for all cost and expenses incurred by him, except such extraordinary cost and expenses as ARXA shall authorize in writing. McMullen's fee for services will be 300,000 shares free-trading common stock to be issued upon signing of this agreement Certificates representing the shares will be issued to Waylon E. McMullen. This contract can be renewed upon completion upon consent of the parties hereto. Moreover, this agreement may be terminated by either party hereto, at any time during the term hereof on thirty days notice. Please confirm your agreement of the terms by executing a copy of this letter where indicated below and returning via facsimile. Sincerely yours, /s/ Waylon E. McMullen ----------------------------------- Waylon E. McMullen Agreed and Accepted this 13th day of November, 1998. The undersigned represents that he has the authority to execute this agreement on behalf of the Company. ARXA International Energy, Inc. By: /s/ L. Craig Ford -------------------------------- L. Craig Ford, President and CEO -----END PRIVACY-ENHANCED MESSAGE-----