As filed with the Securities and Exchange Page 1 of ___ pages
Commission on October 27, 1999 Reg. No. 33- ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MASON OIL COMPANY, INC.
(Exact name of registration as specified in charter)
Utah 37-109974
(State of Incorporation) (I.R.S. Employer Identification Number)
1324 Capital Circle, N.W., Unit C
Lawrenceville, Georgia 30043
(770) 338-1958
(Address of Principal Executive Offices)
Mason Oil Company, Inc.
Executive Stock Plan
(Full Title of the Plan)
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Geoff Williams Copy to:
President P. Christian Anderson
Mason Oil Company, Inc. Snell & Wilmer L.L.P.
1324 Capital Circle, N.W., Unit C 111 East Broadway, Suite 900
Lawrenceville, Georgia 30043 Salt Lake City, Utah 84111
(770) 338-1958 (801) 237-1900
(Name, address and telephone number,
including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
__________ ___________ ___________ _________________ ____________
Common Stock
$.001
Par value 4,600,000 $.276 $1,270,750 $353
(1) Calculated according to Rule 457 of the Securities Act of 1933 for
the purpose of determining the applicable registration fee. Based
upon the average of the bid and asked price per share of the
Registrant's common stock from October 20, 1999 to October 26, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, $.001 par value ("Common Stock") of Mason Oil Company, Inc. (the
"Company") in connection with the Executive Stock Plan.
The documents containing the information specified in Part 1, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and
Securities Act Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference the documents listed below, and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"):
(1) Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999;
(2) Description of Mason Oil Company's capital stock contained in its
registration statement on Form 10SB-1 filed May 14, 1996, including
all amendments or reports filed for the purpose of updating such
description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None; not applicable.
Item 6. Indemnification of Directors and Officers.
Part 9 of the Utah Revised Business Corporation Act (the "RBCA") contains
provisions entitling directors and officers of the Registrant to indemnification
under certain conditions from judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys' fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the Registrant. Indemnification under the RBCA is
generally permissible if the conduct of the director or officer was in good
faith and the director or officer reasonably believed that his or her conduct
was in, or not opposed to, the Registrant's best interest, and, in a criminal
case, the director or officer had no reasonable cause to believe his conduct was
unlawful. Such indemnification would not be permitted under the RBCA in
connection with a proceeding by or in behalf of the Registrant in which the
director or officer was adjudged liable to the Registrant, or in connection with
any other proceeding in which the director or officer was adjudged liable on the
basis that he or she derived an improper personal benefit.
Mandatory indemnification is required under the RBCA for a director or
officer who is successful, on the merits or otherwise, in the defense of any
proceeding, or any claim, issue or matter in a proceeding, to which he or she
was a party because he or she is or was a director or officer of the Registrant.
A court may order indemnification if mandatory under RBCA or if the court
determines that the director or officer is fairly and reasonably entitled to
indemnification under the circumstances, regardless of whether the director or
officer met the applicable standard of conduct or was adjudged liable to the
Registrant or adjudged liable on the basis of receipt of an improper personal
benefit.
Payment of expenses for officers and directors is permitted in advance of
a final disposition of a proceeding on certain conditions, including the
furnishing of written affirmation by the director or officer of such officer's
or director's good faith belief that he or she has met the applicable standard
of conduct, the furnishing of a written agreement to repay the advance if the
director or officer is ultimately determined not to have met the applicable
standard of conduct, and a determination is made that the facts then known to
the persons making the determination would not preclude indemnification under
the RBCA. This determination is to be made either by the Board of Directors, a
committee of the Board of Directors, special counsel, or the shareholders, under
conditions and procedures generally designed to assure the independence of the
body making the determination.
The Articles of Incorporation of the Registrant provide that the
Registrant shall indemnify and hold harmless to the fullest extent permitted by
applicable law any person, and such person's heirs and administrators, who shall
serve at any time as a director or officer of the Registrant, from and against
any and all claims, judgments and liabilities to which such persons shall become
subject by reason of being or having been a director or officer of the
Registrant, or by reason of any action alleged to be taken or omitted by such
person as a director or officer of Registrant. The Articles of Incorporation
also provide that Registrant shall reimburse each such person for all legal and
other expenses reasonably incurred in connection with such claim or liability,
and that the Registrant has the authority to defend such person from such claims
or liabilities. Indemnification under the Registrant's Articles of Incorporation
is restricted to such claims or liabilities as do not arise from such person's
own negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing arrangements, the Registrant 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.
The Executive Stock Plan provides that to the extent permitted by law, the
Registrant will will indemnify and hold harmless each of Paul Ingram and John
Naylor (each, an "Executive") against any losses, claims, damages, liabilities,
or expenses, including without limitation attorneys' fees and disbursements, to
which each Executive may become subject under the Securities Act of 1933, as
amended (the "1933 Act") to the extent that such losses, claims, damages or
liabilities arise out of or are based upon any violation by the Registrant of
the 1933 Act, or any rule or regulation promulgated thereunder applicable to the
Registrant, or arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in the Form S-8, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or arise out of any violation by the Registrant of any rule or
regulation promulgated under the 1933 Act applicable to the Registrant and
relating to action or inaction of the Registrant in connection with such Form
S-8; provided, however, that the indemnity agreement contained in the Executive
Stock Plan shall not apply to any loss, damage or liability to the extent that
the same arises out of or is based upon an untrue statement or omission made in
reliance upon and in conformity with information furnished by Each Executive in
writing for use in connection with such Form S-8.
Item 7. Exemption from Registration Claimed.
None; not applicable.
Item 8. Exhibits.
Exhibit Number Exhibit Description
5.1 Opinion Regarding Legality by Snell &
Wilmer, L.L.P., Counsel to Registrant
23.1 Consent of Snell & Wilmer, L.L.P.,
Counsel to Registrant (contained in the
Opinion Regarding Legality, attached
hereto as Exhibit 5.1)
23.3 Consent of Ehrhardt Keefe Steiner &
Hottman, P.C. Independent Public
Accountants
99.1 Executive Stock Plan, dated October 27,
1999
Item 9. Undertakings.
Not applicable.
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 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 Sarasota, State of Florida, on November 1, 1999.
MASON OIL COMPANY, INC.
By /s/ Geoff Williams
Geoff Williams
Chief Executive Officer
Pursuant to the requirements of the Securities 1933 Act, as amended, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated below.
/s/ Geoff Williams Date: November 1, 1999
Geoff Williams
Director and Chief Executive Officer
/s/ Bob Palmquist Date: November 1, 1999
Bob Palmquist
Director and President
/s/ Joy Williams Date: November 1, 1999
Joy Williams
Director, Secretary and Treasurer
INDEX TO EXHIBITS
Exhibit Number Exhibit Description
5.1 Opinion Regarding Legality by Snell &
Wilmer, L.L.P., Counsel to Registrant
23.1 Consent of Snell & Wilmer, L.L.P.,
Counsel to Registrant (contained in the
Opinion Regarding Legality, attached
hereto as Exhibit 5.1)
23.2 Consent of Ehrhardt Keefe Steiner &
Hottman, P.C., Independent Public
Accountants
99.1 Executive Stock Plan, dated October 27,
1999