As filed with the Securities and Exchange Commission on September 19, 2003.
SEC File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER SECURITIES ACT OF 1933
U.S. ENERGY CORP.
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(Exact name of registrant as specified in its charter)
Wyoming 83-0205516
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
877 North 8th West, Riverton, Wyoming 82501
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(Address of Principal Executive Offices) (Zip Code)
U.S. ENERGY CORP. 2001 INCENTIVE STOCK OPTION PLAN (AS AMENDED)
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(Full title of plan)
Daniel P. Svilar, 877 North 8th West, Riverton, WY 82501
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(Name and address of agent for service)
(307) 856-9271
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(Telephone number, including area code, of agent for service)
Copies to: Stephen E. Rounds, Attorney
The Law Office of Stephen E. Rounds
1544 York St., Suite 110, Denver, CO 80206
Tel: 303.377.6997; Fax: 303.377.0231
Calculation of Registration Fee
Title of each Proposed Proposed
class of . . . maximum maximum Amount
securities . . Amount offering aggregate of
to be. . . . . to be price offering regis.
registered . . registered per share(1) price(1) fee(2)
-------------- ----------- ------------- ----------- --------
Common stock,. 1,010,000 $ 3.90 $ 3,939,000 $ 318.66
..01 par value shares (3)
Common stock,. 10,000 $ 3.82 38,200 3.09
..01 par value shares (3)
Common stock,. 973,000 $ 2.25 2,189,250 177.11
..01 par value shares (3)
Common stock,. 1,007,000 $ 4.00 4,028,000 325.86
..01 par value shares (4)
Totals . . . . 3,000,000 $10,194,450 $ 824.72
shares
2
(1) Pursuant to Rule 457(h)(1), the maximum proposed offering price for shares
underlying options currently outstanding is based on the exercise price of
the options. For options yet to be issued and shares acquired on exercise
of options, the maximum proposed offering price is based on the average of
the high and low prices reported on Nasdaq Small Cap Market within five
business days of the filing of this registration statement ($4.00 on
September 16, 2003). The maximum aggregate offering price is the maximum
proposed offering price times the number of shares underlying the options
or the number of shares acquired on exercise.
(2) The registration fee has been calculated pursuant to Rule 457(h) of the Act
by multiplying the proposed aggregate offering price times the fee rate of
$.00008090.
(3) Represents shares to be acquired on exercise of options already issued
pursuant to the Company's 2001 Incentive Stock Option Plan, as amended
("2001 ISOP").
(4) Represents the number of shares underlying options which may be issued
under the 2001 ISOP (up to a maximum of 1,007,000 additional shares).
Pursuant to Rule 416(a) and (c) under the Securities Act of 1933, this
registration statement also covers an undeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein and such
additional number of shares as may be required in the event of a stock dividend,
stock split, recapitalization or other similar event.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCES.
Registrant hereby incorporates the documents listed in (a) through (c)
below by reference into this Form S-8 registration statement. All documents
subsequently filed by registrant pursuant to sections 13(a), 13(d), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing such documents.
(a) Registrant's latest annual report on Form 10-K (for seven months ended
December 31, 2002), registrant's proxy statement for shareholders' meeting on
June 6, 2003, and quarterly report on Form 10-Q for the six months ended June
30, 2003.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The registrant's class of common stock is described in the S-3/A
registration statement filed with the Commission on April 4, 2003 (SEC File No.
333-103692), including any amendment which may be filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable (see Item 3(c) above).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our articles of incorporation and bylaws provide that we shall indemnify
directors provided that the indemnification shall not eliminate or limit the
liability of a director for breach of the director's duty or loyalty to the
corporation or its stockholders, or for acts of omission not in good faith or
which involve intentional misconduct or a knowing violation of law.
Wyoming law permits a corporation, under specified circumstances, to
indemnify its directors, officers, employees or agents against expenses
(including attorney's fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties by reason of the fact that they were or are
directors, officers, employees or agents of the corporation, if these directors,
officers, employees or agents acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agent in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such adjudication of liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
SEQUENTIAL
EXHIBIT NO. TITLE OF EXHIBIT PAGE NO.
------------ ------------------ ----------
4.1 USE 2001 Incentive Stock Option Plan as Amended
in June 2003 with a Form of an Option Agreement . . . . . . . *
5.1 Opinion re-legality and consent of Counsel . . . . . . . . . . . .*
23.1 Included in Exhibit 5.1
23.2 Consent of Independent Auditors (Grant Thornton LLP) . . . . . . *
* Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment 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.
(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
offering.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act , each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(h) RELATIVE TO REQUEST FOR ACCELERATION OF EFFECTIVE DATE.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers, and 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 Securities 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 Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Form S-8 Registration Statement to be signed on its behalf
by the undersigned, duly authorized in the City of Riverton, WY on September 18,
2003.
U.S. ENERGY CORP.
(Registrant)
Date: September 10, 2003 By: /s/ Keith G. Larsen
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KEITH G. LARSEN, President, COO
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 was signed by the following persons in the
capacities and on the dates stated.
Date: September 18, 2003 By: /s/ John L. Larsen
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JOHN L. LARSEN, Chairman,
CEO and Director
Date: September 18, 2003 By: /s/ Keith G. Larsen
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KEITH G. LARSEN,
President and Director
Date: September 18, 2003 By: /s/ Harold F. Herron
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HAROLD F. HERRON,
Vice President and Director
Date: September _, 2003 By:
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DON C. ANDERSON, Director
Date: September 18, 2003 By: /s/ Nick Bebout
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NICK BEBOUT, Director
Date: September 18, 2003 By: /s/ H. Russell Fraser
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H. RUSSELL FRASER, Director
Date: September 18, 2003 By: /s/ Michael Anderson
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MICHAEL ANDERSON, Director
Date: September 18, 2003 By: /s/ Robert Scott Lorimer
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ROBERT SCOTT LORIMER,
Treasurer and
Chief Financial Officer