-----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, JwvEcfmP4ea5fe/3MNEVP/rmjixy6XSJih+4LNPmhL8lFtSLnetOfVb41NCuid1F b+BBIRvLjQbCHDxpG+9P4A== 0000889812-96-001226.txt : 19960904 0000889812-96-001226.hdr.sgml : 19960904 ACCESSION NUMBER: 0000889812-96-001226 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960903 EFFECTIVENESS DATE: 19960922 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED PETROLEUM CORP CENTRAL INDEX KEY: 0000082925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 133103494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11293 FILM NUMBER: 96624950 BUSINESS ADDRESS: STREET 1: 4867 N BROADWAY STREET 2: PO BOX 18080 CITY: KNOXVILLE STATE: TN ZIP: 37928 BUSINESS PHONE: 6156880582 MAIL ADDRESS: STREET 1: 4867 N BROADWAY CITY: KNOXVILLE STATE: TN ZIP: 37918 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on: September 3, 1996. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 United Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 13-310494 (State of incorporation) (I.R.S. Employer I.D. Number) 4867 North Broadway Knoxville, Tennessee 37928 (Address of principal executive offices) (zip code) UNITED PETROLEUM CORPORATION 1994 STOCK OPTION AND STOCK BONUS PLAN AND THE 1996 AMENDMENT Full Title of the Plan Mr. Michael F. Thomas, President United Petroleum Corporation 4867 North Broadway Knoxville, Tennessee 37928 (Name and address of agent for service) (423) 688-0582 (Telephone number, including area code, of Agent for Service) CALCULATION OF REGISTRATION FEE Title of Class of Proposed Proposed Securities Amount To Maximum Maximum To Be Be Price per Offering Amount Registered Registered(1) Share(2) Price of Fee - ---------- ------------- -------- ----- ------ Common Stock, 1,500,000 $5.75 $8,625,000 $2,974.14 $.01 par value - -------------- (1) This registration statement covers 1,500,000 shares, the increased number of shares for which options may be granted or bonus shares issued under the 1994 Stock Option and Stock Bonus Plan as the result of the 1996 Amendment Number Two to the 1994 Stock Option and Stock Bonus Plan. In addition, this registration statement covers such additional indeterminate number of shares of Common Stock as may be issued upon exercise of options by reason of adjustments in the number of shares of Common Stock pursuant to anti-dilution provisions contained in the plan under which the options were granted. Because such additional shares of Common Stock will, if issued, be issued for no additional consideration, no registration fee is required. (2) Estimated solely for calculation of the amount of the registration fee. All shares of Common Stock are being offered to employees (as said term is defined in the General Instructions to the Form S-8) who are not restricted as to the price or prices at which such securities may be sold. It is anticipated that such securities will be offered at prices approximating fluctuating market prices. Therefore, pursuant to Rule 457 of the Securities Act of 1933, as amended, the registration fee has been calculated based upon the higher of (i) the average of $5.75 per share and $6.00 per share, the bid and asked prices of the Company's Common Stock on August 22, 1996 as reported by The NASDAQ Stock Market, Small Cap Market, or (ii) the maximum exercise price per share for shares of common stock issuable upon exercise of options to purchase common stock. Prior Registration Statement This registration statement on Form S-8 relates to registration statements on Form S-8, file no. 33-86206, filed on November 8, 1994, which registered shares issuable in accordance with the terms of the 1994 Stock Option and Stock Bonus Plan, and which was amended by amendment filed with the Securities and Exchange Commission on May 8, 1995, Registration Statement on Form S-8, file no. 33-92054, and such registration statements are incorporated by reference herein. Additional Information This registration statement of Form S-8 covers 1,500,000 shares, the increased number of shares for which options may be granted or bonus shares issued under the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the 1996 Amendment Number Two to the Plan. Item 8. Exhibits. 4.1 One Capital Advisory Agreement* 4.2 Wood Capital Associates Consulting Agreement* 4.3 United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan* 4.4 1995 Amendment to United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan** 4.5 1996 Amendment to United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan. 4.6 Agreement between M.A.G. & Associates, Inc. and United Petroleum Corporation** 4.7 Agreement between Strategic Holdings Corporation and United Petroleum Corporation 5.1 Opinion of Brenman Key & Bromberg, PC.* 5.2 Opinion of Robson & Miller, LLP 24.1 Consent of Dunn Creswell Sparks Smith Horne & Downing 24.2 Consent of Robson & Miller, LLP is contained in Exhibit No. 5.3 3 - --------------- *Incorporated by reference to Registration Statement on Form S-8, no. 33-86206 filed on November 8, 1994. **Incorporated by reference to Registration Statement on Form S-8, no. 33-92054 filed on May 8, 1995. [Rest of Page Intentionally Left Blank] SIGNATURES 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 Knoxville, State of Tennessee, on August 29, 1996. UNITED PETROLEUM CORPORATION (Registrant) By: /s/ Michael F. Thomas ------------------------ Michael F. Thomas, President Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the dates indicated. Signature Title Date /s/ Michael F. Thomas Chief Executive August 29, 1996 - ------------------------------ Officer, and Michael F. Thomas Director /s/ Dwight S. Thomas Director August 30, 1996 - ------------------------------ Dwight S. Thomas - ------------------------------ Director August ___, 1996 James F. Rose /s/ William Ted Phillips, Jr. Director August 30, 1996 - ------------------------------ William Ted Phillips, Jr. - ------------------------------ Director August ___, 1996 James R. Fitzgerald L. Douglas Keene, Jr. Principal Financial August 29, 1996 - ------------------------------ and Accounting L. Douglas Keene, Jr. Officer EX-4.5 2 1996 AMENDMENT NO. 2 TO 1994 STOCK AND STOCK BONUS PLAN EXHIBIT 4.5 UNITED PETROLEUM CORPORATION 1996 AMENDMENT NUMBER TWO TO 1994 STOCK AND STOCK BONUS PLAN The 1994 Stock Option and Stock Bonus Plan (the "Plan") of United Petroleum Corporation (the "Company") is hereby amended as follows: Paragraph 4(a) is hereby further amended to provide that the aggregate number of shares of Common Stock as to which Options and Bonuses may be granted from time to time under the Plan shall be increased from 700,000 (after adjustment for a one for three reverse stock split shares, effective June, 1995) to 2,200,000, giving effect to the one for three stock split shares. This amendment to the Plan was approved by the Board of Directors of the Company on April 17, 1996. If this Amendment is not approved by the shareholders of the Company within 12 months of the date the Amendment was approved by the Board of Directors of the Company as required by Section 411(b)(1) of the Internal Revenue Code, this Amendment and any options granted thereunder shall be and remain effective, but the reference to Incentive Stock Options in the Plan shall be deleted and all options granted pursuant to this Amendment shall be Non-Qualified Stock Options pursuant to Section 7 of the Plan. EX-4.7 3 AGREEMENT BETWEEN STRATEGIC HOLDINGS CORPORATION AND UNITED PETROLEUM CORPORATION [LETTERHEAD OF STRATEGIC HOLDINGS CORPORATION] March 17, 1996 United Petroleum Corporation PO Box 18080 4867 North Broadway Knoxville, TN 37928 Attention: Michael F. Thomas Dear Michael, Our efforts will focus on four specific areas: 1) Corporate Image and Direction A) Create multi-purpose investor relations kit containing Corporate Profile brochure executive bios, product fact sheets, product photos, background Q & A, testimonials, etc. B) Assist in the preparation of slides, videos and leave-behinds for the road show as well as identifying appropriate analysis, brokers and potential market makers for presentation. C) Conduct appropriate Speaker's Training for corporate executives. D) Schedule and participate in road show presentations. E) Produce and place appropriate ads for United Petroleum Corporation in targeted Publications. 2) Market Makers A) Identify and target a cadre of potential market makers specific to the oil and gas industry and those with a broader perspective of the industry. B) Conduct appropriate MAIL and FAX campaigns on a regular basis to inform the target audience of the potential of United Petroleum Corporation as an emerging company. C) Direct follow-up information on corporate growth, contracts and acquisitions to the target audience. 3) Investor Relations A) Conduct mass marketing to potential investors who have demonstrated an interest in growth stocks. B) Maintain regular contact with investors using Quarterly newsletter. Establish 1-800 line for investor communications. Conduct routine Investor Survey to determine any "problem" areas of potential investor dissatisfaction. 4) Media Relations A) Write and place positive "Case History" stories on the company's achievements and future plans for development in appropriate financial and trade media. B) Contact financial and technical writers to encourage them to do "Third Party" stories on United Petroleum Corporation. Continue media contact on a regular basis and as warranted by company's performance. Among those media to be considered are Bloomberg Business News, INC., Business Week, Fortune, Dow Jones News Service/Investor Report, Industry Week, Wall Street Journal, etc. Additionally trade magazines and publications also will be contacted for placement. C) Encourage publications to consider United Petroleum Corporation for awards such as "Fastest Growing Company," "Best Managed Company," etc. Compensation: United Petroleum Corporation agrees to issue to Strategic Holdings Corporation 1,125,000 Warrants to purchase shares of United Petroleum agrees promptly to cause to be filed with the Securities and Exchange Commission, a registration statement pursuant to Regulation S-8 with respect to 350,000 of the Warrants and underlying shares provided for herein. In addition, at such time as the remaining Warrants shall be exercised, United Petroleum agrees promptly to cause to be filed with the Securities and Exchange Commission, a registration statement pursuant to Regulation S-3 with respect to the shares issued upon such exercise. The 775,000 Warrants to be issued hereunder the underlying shares of which are to be registered pursuant to Regulation S-3 shall be assignable and transferable by Strategic Holdings Corporation. The other warrants shall not be transferable or assignable. Very Truly Yours, ACCEPTED: Strategic Holdings Corporation /s/ Russell Adler - -------------------------------------- Russell Adler, President AGREED: United Petroleum Corporation /s/ Michael F. Thomas - ---------------------------- Michael F. Thomas President/CEO 4/17/96 UNITED PETROLEUM CORPORATION 4867 North Broadway Knoxville, Tennessee 37918 March 17, 1996 Strategic Holdings Corp. 8881 North Lake Dasha Drive Plantation, Florida 3324 Gentlemen: This letter is intended to confirm the agreement of United Petroleum Corporation ("UPC") to issue to Strategic Holdings Corp. the following number of shares of common stock of UPC and warrants to purchase shares of common stock of UPC at $2.25 per share: United Petroleum Corporation agrees to issue to Strategic Holdings Corporation 1,125,000 Warrants to purchase shares of United Petroleum agrees promptly to cause to be filed with the Securities and Exchange Commission, a registration statement pursuant to Regulation S-8 with respect to 350,000 of the Warrants and underlying shares provided for herein. In addition, at such times as the remaining Warrants shall be exercised, United Petroleum agrees promptly to cause to be filed with the Securities and Exchange Commission, a registration statement pursuant to Regulation S-3 with respect to the shares issued upon such exercise. The 775,000 Warrants to be issued hereunder the underlying shares of which are to be registered pursuant to Regulation S-3 shall be assignable and transferable by Strategic Holdings Corporation. The other warrants shall not be transferable or assignable. The shares and warrants are being issued in consideration of your agreement to provide financial public relations and consulting services to UPC. Please confirm you understanding of our arrangement and your brokerage account information set forth below by signing the enclosed copy of this letter and returning it to the undersigned. We look forward to a long and successful relationship. Very truly yours, United Petroleum Corporation /s/ Michael F. Thomas - ---------------------------- Michael F. Thomas President/CEO 4/17/96 ACCEPTED: Strategic Holdings Corporation /s/ Russell Adler - ------------------------------ Russell Adler, President Account Info:Smith Barney 150 S. Pine Island Rd. Plantation, Florida 33324 Account No.: 6250363519157 Attention: Barry Klein EX-5.2 4 OPINION OF ROBSON & MILLER, LLP EXHIBIT 5.2 [LETTERHEAD OF ROBSON & MILLER, LLP] August 22, 1996 United Petroleum Corporation 4867 North Broadway Knoxville, Tennessee 37928 Re: United Petroleum Corporation Gentlemen: We have acted as counsel to United Petroleum Corporation, a Delaware corporation (the "Company"), in connection with a registration statement on Form S-8 (the "Registration Statement"), to be filed with the Securities and Exchange Commission for the purpose of registering an aggregate of 1,500,000 shares (the "Shares") of common stock, $.01 par value per share (the "Common Stock"), of the Company under the Securities Act of 1933, as amended (the "Act"), to be issued upon proper exercise of various stock options or as bonus shares in accordance with the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the 1995 Amendment and as further amended by the 1996 Amendment Number Two to the Plan (collectively the "Amended Plan"). As counsel for the Company, we have examined and are familiar with the Certificate of Incorporation and By-Laws of the Company, and all amendments thereto. We are also familiar with the form of the Company's stock certificate, the various stock option agreements and the Amended Plan pursuant to which shares of Common Stock are to be issued, as well as all corporate proceedings taken by the Company in connection with the authorization of the issuance of the Shares. Throughout such examination we have assumed the genuineness of signatures and accuracy and conformity to original documents of all copies of documents supplied to us. As to questions of fact material to the opinion expressed herein, we have, when relevant facts were not independently determinable, relied upon information furnished to us by officers and directors of the Company or their duly authorized agents or employees. Based upon the foregoing, it is our opinion that the Shares to be issued in accordance with the Amended Plan, when certificates therefor have been duly executed and delivered and the consideration therefor duly paid, either as services performed for bonus shares, or upon proper exercise of the several stock option agreements, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Robson & Miller, LLP Robson & Miller, LLP jac/me EX-24.1 5 CONSENT OF DUNN CRESWELL SPARKS SMITH HORNE & DOWNING EXHIBIT 24.1 [LETTERHEAD OF DUNN CRESWELL SPARKS SMITH HORNE & DOWNING] Independent Auditors' Consent The Board of Directors United Petroleum Corporation We consent to the reference to our firm under the caption "Experts"in the Form S-8 (identified below) of United Petroleum Corporation and Subsidiaries (UPET) and to the use in the Form S-8 of UPET of our report dated April 8, 1996, on the consolidated balance sheets of UPET as of December 31, 1995 and 1994, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the years then ended. The Form S-8 is for the purpose of amending the consultants' stock option plan. /s/ Dunn Creswell Sparks Smith Horne & Downing Certified Public Accountants August 22, 1996 EX-24.2 6 CONSENT OF ROBSON & MILLER, LLP EXHIBIT 24.2 [LETTERHEAD OF ROBSON & MILLER, LLP] August 22, 1996 United Petroleum Corporation 4867 North Broadway Knoxville, Tennessee 37928 Re: United Petroleum Corporation Gentlemen: We have acted as counsel to United Petroleum Corporation, a Delaware corporation (the "Company"), in connection with a registration statement on Form S-8 (the "Registration Statement"), to be filed with the Securities and Exchange Commission for the purpose of registering an aggregate of 1,500,000 shares (the "Shares") of common stock, $.01 par value per share (the "Common Stock"), of the Company under the Securities Act of 1933, as amended (the "Act"), to be issued upon proper exercise of various stock options or as bonus shares in accordance with the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the 1995 Amendment and as further amended by the 1996 Amendment Number Two to the Plan (collectively the "Amended Plan"). As counsel for the Company, we have examined and are familiar with the Certificate of Incorporation and By-Laws of the Company, and all amendments thereto. We are also familiar with the form of the Company's stock certificate, the various stock option agreements and the Amended Plan pursuant to which shares of Common Stock are to be issued, as well as all corporate proceedings taken by the Company in connection with the authorization of the issuance of the Shares. Throughout such examination we have assumed the genuineness of signatures and accuracy and conformity to original documents of all copies of documents supplied to us. As to questions of fact material to the opinion expressed herein, we have, when relevant facts were not independently determinable, relied upon information furnished to us by officers and directors of the Company or their duly authorized agents or employees. Based upon the foregoing, it is our opinion that the Shares to be issued in accordance with the Amended Plan, when certificates therefor have been duly executed and delivered and the consideration therefor duly paid, either as services performed for bonus shares, or upon proper exercise of the several stock option agreements, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Robson & Miller, LLP Robson & Miller, LLP jac/me -----END PRIVACY-ENHANCED MESSAGE-----