| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| |
| FORM 10-K/A |
| (Amendment No. 1) |
| |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the fiscal year ended December 31, 2010 |
| | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from _______________ to _______________ |
| |
| Commission File Number: 000-25386 |
| |
| FX ENERGY, INC. |
| (Exact name of registrant as specified in its charter) |
| | |
| Nevada | 87-0504461 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| 3006 Highland Drive, Suite 206, Salt Lake City, Utah | 84106 |
| (Address of principal executive offices) | (Zip Code) |
| |
| Registrant’s telephone number, including area code: | Telephone (801) 486-5555 |
| | Facsimile (801) 486-5575 |
| | |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Name of each exchange on which registered |
| Common Stock, Par Value $0.001 | NASDAQ Global Market |
| Preferred Share Purchase Rights | |
| |
| Securities registered pursuant to Section 12(g) of the Act: |
| None |
| (Title of Class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer x |
Non-accelerated filer o | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of June 30, 2010, the aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant was $147,569,000.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 4, 2011, FX Energy had outstanding 45,415,827 shares of its common stock, par value $0.001.
DOCUMENTS INCORPORATED BY REFERENCE. Portions of FX Energy’s definitive Proxy Statement in connection with the 2011 Annual Meeting of Stockholders are incorporated by reference in response to Part III of this Annual Report.
EXPLANATORY NOTE
FX Energy, Inc., is filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, originally filed with the Securities and Exchange Commission on March 7, 2011 (the “2010 Form 10-K”), solely for the purpose of filing revised consents of our independent registered public accounting firm and our independent petroleum engineering firms to include in those consents the consent to incorporation by reference of the reports of those firms in a registration statement that was omitted from the consents included as exhibits to the 2010 Form 10-K as originally filed.
No item of, or disclosure appearing in, our 2010 Form 10-K is affected by this filing other than the exhibits described above. This report on Form 10-K/A is presented as of the filing date of the 2010 Form 10-K and does not reflect events occurring after that date or modify or update disclosures in any way.
The following exhibits are included as part of this report:
Exhibit Number* | | Title of Document | | Location |
| | | | | |
| Item 23 | | Consents of Experts and Counsel | | |
| 23.01 | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | | This filing. |
| | | | | |
| 23.02 | | Consent of Hohn Engineering PLLC, Petroleum Engineers | | This filing. |
| | | | | |
| 23.03 | | Consent of RPS Energy, Petroleum Engineers | | This filing. |
| | | | | |
| Item 31 | | Rule 13a-14(a)/15d-14(a) Certifications | | |
| 31.01 | | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | | This filing. |
| | | | | |
| 31.02 | | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | | This filing. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | FX ENERGY, INC. (Registrant) |
| | | | |
| | | | |
| | | | |
| Dated: | March 9, 2011 | By: | /s/ Clay Newton |
| | | | Clay Newton, Principal Financial and |
| | | | Accounting Officer |
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EXHIBIT INDEX
Exhibit Number | | Title of Document |
| | | |
| 23.01 | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm |
| | | |
| 23.02 | | Consent of Hohn Engineering PLLC, Petroleum Engineers |
| | | |
| 23.03 | | Consent of RPS Energy, Petroleum Engineers |
| | | |
| 31.01 | | Certification of Principal Executive Officer Pursuant to Rule 13a-14 |
| | | |
| 31.02 | | Certification of Principal Financial Officer Pursuant to Rule 13a-14 |
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