-----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, TK09Z80Gygrfu8qySm4mgB/3qE71zl82PxLpvmtwHjD4efihSmZ4zwZyEgzLE1Jw 2FuLmDPH9OKcQT7duaJInw== 0001077629-07-000067.txt : 20070706 0001077629-07-000067.hdr.sgml : 20070706 20070706150552 ACCESSION NUMBER: 0001077629-07-000067 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070706 DATE AS OF CHANGE: 20070706 EFFECTIVENESS DATE: 20070706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYALE ENERGY INC CENTRAL INDEX KEY: 0000864839 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330224120 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144382 FILM NUMBER: 07967311 BUSINESS ADDRESS: STREET 1: 7676 HAZARD CENTER DR STREET 2: SUITE 1500 CITY: SAN DIEGO STATE: CA ZIP: 92108 BUSINESS PHONE: 6192978505 MAIL ADDRESS: STREET 1: ROYALE ENERGY INC STE 1500 STREET 2: 7676 HAZARD CENTER DR CITY: SAN DIEGO STATE: CA ZIP: 92108 FORMER COMPANY: FORMER CONFORMED NAME: ROYALE ENERGY FUNDS INC DATE OF NAME CHANGE: 19940318 S-8 1 roys8062805.htm

                                                                                                                                    Registration No. 333-___________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

Registration Statement

Under the Securities Act of 1933

 

ROYALE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

 

California

33-0224120

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

 

Donald H. Hosmer

7676 Hazard Center Drive, Suite 1500

7676 Hazard Center Drive, Suite 1500

San Diego, California 92108

San Diego, California 92108

 

619-881-2800

(Address, including zip code of registrant's
principal executive office)

(Name, address, including zip code,
and telephone number, including
area code, of agent for service)

 

 

Individual Compensation to Director

(Full Title of the Plan)

 

Copy to:

Lee Polson

Strasburger & Price, LLP

600 Congress Avenue, Suite 1600

Austin, Texas 78701

512-499-3600

512-499-3660 (fax)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of
Securities To Be
Registered

Amount Being
Registered

Proposed Maximum
Offering Price
Per Share
(1)

Proposed Maximum
Aggregate
Offering Price
(1)

Amount of
Registration
Fee


Common Stock, par value $.01 per share

58,841

$3.82

224,773

$6.90

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the common stock as reported by the NASDAQ Stock Market on July 3, 2007.

 

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

In accordance with the Note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8. Information required by Part I (Items 1 and 2) will, to the extent applicable, be included in documents sent or given to participants pursuant to Rule 428(b) under the Securities Act of 1933, as amended (the "Securities Act").

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3          Incorporation of Documents by Reference

 

The following documents filed by the registrant (SEC file number 0-22750) with the Commission are hereby incorporated by reference:

 

     Form 10-K for the fiscal year ended December 31, 2006, filed with the Commission on April 16, 2007

 

     Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the Commission on May 15, 2007

 

     Form 8-K filed with the Commission on May 12, 2006

 

     Form 8-K filed with the Commission on March 31, 2006

 

     Schedule 14A, Devinitive Proxy Statement filed with the Commission on May 11, 2007

 

     All documents subsequently filed by the registrant pursuant to Sections 13(a) 13(c) 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities have been sold or which deregisters all securities remaining then unsold.

 

Item 4          Description of Securities

 

Not applicable

 

Item 5          Interest of Named Experts and Counsel

 

Not applicable

 

Item 6          Indemnification of Directors and Officers

 

Under Article IV of our Articles of Incorporation, we have eliminated the potential liability of Directors to us, and we are also required to indemnify our Directors against any liability for monetary damages, to the extent allowed by California law. The California Corporations Code allows corporations, including Royale Energy, to eliminate or limit the liability of directors for monetary damages except to the extent that the acts of the director are in bad faith, constitute intentional or reckless misconduct, result in an improper personal benefit, or amount to an abdication of the directors' duties. The Corporations Code provisions do not affect the availability of equitable remedies against directors nor change the standard of duty to which directors are held.

 

Our Articles of Incorporation also provide that if California law is amended to provide additional indemnity or relief from liability to directors, such relief or indemnity shall automatically be applied for the benefit of our Directors.

 

The Securities and Exchange Commission has stated that, in its opinion, indemnification of officers and directors for violations of federal securities laws is unenforceable and void as a matter of public policy.

 

-2-

 

 

Item 7          Exemption from Registration Claimed

 

Not applicable.

 

Item 8          Exhibits

 

The following exhibits are filed as part of this Registration Statement:

 

Exhibit No.

Identification of Exhibit

 

 

 

5.4

Opinion of Strasburger & Price, LLP, regarding legality

23.7

Consent of Counsel (included in Exhibit 5.4)

23.8

Consent of Sprouse & Anderson, LLC, independent public accountants

23.9

Consent of WZI, Inc., independent petroleum engineers

99.1

Identification of Director whose shares are registered pursuant to this Registration Statement

 

Item 9          Undertakings

 

The undersigned registrant undertakes:

 

       (a)    To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

 

                (1)        include any prospectus required by section 10(a)(3) of the Securities Act.

 

                (2)        reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission as required by to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

 

                (3)        To include any additional or changed material information on the plan of distribution.

 

       (b)    That, for determining liability under the Securities Act of 1933, the Registrant will 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.

 

       (c)    To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering.

 

The undersigned Registrant undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report as required by Section 13(a) or 15(d) of the Securities Exchange Act of 1934 shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Because indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers, and controlling persons of the Registrant according to the provisions set forth or described in Item 6 of this Registration Statement, 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 Securities Act of 1933 and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the

 

3

 

 

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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

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 San Diego, State of California, on June 11, 2007.

 

Royale Energy, Inc.

/s/ Donald H. Hosmer                        

Donald H. Hosmer, President and Chief Executive Officer

/s/ Stephen M. Hosmer                       

Stephen M. Hosmer, Executive Vice President / Chief Financial Officer (Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

 

Date:

June 11,. 2007

/s/ Harry E. Hosmer               

Harry E. Hosmer, Chairman of the Board of Directors

Date:

June 11,. 2007

/s/ Donald H. Hosmer             

Donald H. Hosmer, President, Chief Executive Officer and Director

Date:

June 11,. 2007

/s/ Stephen M. Hosmer            

Stephen Hosmer, Executive Vice President / Chief Financial Officer and Director

Date:

June 11, 2007

/s/ Gary Grinsfelder               

Gary Grinsfelder, Director

Date:

June 11, 2007

/s/ Tony Hall                           

Tony Hall, Director

Date:

June 11,. 2007

/s/ Oscar A. Hildebrandt         

Oscar A. Hildebrandt, Director

Date:

June 11,. 2007

/s/ Gilbert C. L. Kemp              

Gilbert C. L. Kemp, Director

4

 

Date:

June 11, 2007

/s/ George M. Watters                

George M. Watters, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-5-

EX-5 2 roys8exh54.htm

EXHIBIT 5.4

 

FORM OF LEGAL OPINION

 

Strasburger & Price, L.L.P.

300 Convent Street, Suite 900

San Antonio, Texas 78205

210.250.6000

210.250.6100 (Fax)

www.strasburger.com

 

June 22, 2007

 

Royale Energy, Inc.

7676 Hazard Center Drive, Suite 1500

San Diego, California 92108

 

Re: Registration Statement on Form S-8

 

Gentlemen:

 

We have acted as counsel for Royale Energy, Inc., a California Corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 58,841 shares of the Company's common stock (the "Shares"), as described in the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement"). The Shares may be sold for the benefit of the shareholder of the Company named in the Registration Statement in the manner described in the Registration Statement.

 

As such counsel, we have conducted such inquiries as we have deemed necessary for the purpose of rendering this opinion. We have examined copies of the Registration Statement and the Exhibits thereto. We have conferred with officers of the Company and have examined the originals or certified, conformed or photostatic copies of such records of the Company, certificates of officers of the Company, certificates of public officials, and such other documents as we have deemed relevant and necessary under the circumstances as the basis of the opinion expressed herein. In all such examinations, we have assumed the authenticity of all documents submitted as originals or duplicate originals, the conformity to original documents of all document copies, the authenticity of the respective originals of such latter documents, and the correctness and completeness of such certificates.

 

Based upon the foregoing and subject to the qualifications and assumptions set forth herein, it is our opinion that, when and if (a) the Registration Statement shall be declared effective by the Securities and Exchange Commission, as the same may hereafter be amended; (b) the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, are taken; and (c) the Shares shall have been sold as contemplated in the Registration Statement, then all of the Shares, upon execution and delivery of proper certificates therefor, will be legally and validly issued, fully paid and nonassessable.

 

We hereby consent to the inclusion of this opinion in the Exhibits to the Registration Statement. Subject to the foregoing, this opinion is limited to the matters expressly set forth in this letter, as limited herein as of the date of this letter.

 

Very truly yours,

 

STRASBURGER & PRICE, L.L.P.

 
 

By:

          David Cibrian

          Partner

          Licensed to Practice in California

EX-23 3 roys8exh238.htm

EXHIBIT 23.8

 

SPROUSE & ANDERSON, L.L.P.

515 CONGRESS AVENUE, SUITE 1212

AUSTIN, TEXAS 78701

512-476-0717

512-476-0462 (fax)

 
 

CONSENT OF

SPROUSE & ANDERSON, L.L.P.

 
 
 

         We consent to the incorporation by reference in this Registration Statement of Royale Energy, Inc., on Form S-8, of our report dated April 6, 2007, appearing in the Annual Report on Form 10-K of Royale Energy, Inc., for the year ended December 31, 2006, and to the reference to us under the heading "Experts" in the Prospectus which is part of this Registration Statement.

 

SPROUSE & ANDERSON, L.L.P.

 
 

June 29, 2007

EX-23 4 roys8exh239.htm

Exhibit 23.9

 

CONSENT OF WZI INC.

 

        We consent to the incorporation by reference in this Registration Statement of Royale Energy, Inc. on Form S-8 of the reference to our report submitted to Royale Energy, Inc., on March 12, 2007, under the captions "Description of Business," "Description of Property," and "Supplemental Information About Oil and Gas Producing Activities (Unaudited)" appearing in and incorporated by reference in the Annual Report on Form 10-K of Royale Energy, Inc. for the year ended December 31, 2006, incorporated by reference in this Registration Statement. We further consent to the reference to us under the heading "Expert" in this Registration Statement.

 

WZI, Inc.

 

By:

/s/ Allen H. Rubbert

Title:

Senior Engineering Advisor

Date:

July 3, 2007

EX-99.8 O&D BENEFTS 5 roys8exh998.htm

Exhibit 99.8

 

Identification of Director whose shares are registered pursuant to this Registration Statement

 

George M. Watters - 58,841 Shares

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