As filed with the Securities and Exchange Commission on ______, 2008
Commission File No. 333-148479
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment No. 6
Registration Statement Under
THE SECURITIES ACT OF 1933
EPIC ENERGY RESOURCES, INC.
---------------------------------
(Exact name of registrant as specified in charter)
Colorado 1311 94-3363969
- --------------------------- ----------------------- ------------------
(State or other jurisdiction (Primary Standard Classi- (IRS Employer
of incorporation) fication Code Number) I.D. Number)
1450 Lake Robbins Drive, Suite 160
The Woodlands, TX 77380
(281) 419-3742
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(Address and telephone number of principal executive offices)
1450 Lake Robbins Drive, Suite 160
The Woodlands, TX 77380
(281) 419-3742
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(Address of principal place of business or intended principal place of business)
Rex P. Doyle
1450 Lake Robbins Drive, Suite 160
The Woodlands, TX 77380
(281) 419-3742
----------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
William T. Hart, Esq.
Hart & Trinen, LLP
1624 Washington Street
Denver, Colorado 80203
303-839-0061
As soon as practicable after the effective date of this Registration Statement
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
1
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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 12b2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
- ---------- ---------- --------- --------- ------------
Common Stock (2) 34,314,674 $1.10 $37,746,142 $1,484
- ------------------------------------------------------------------------------
(1) Offering price computed in accordance with Rule 457 (c). (2) Shares of
common stock offered by selling shareholders
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
PART II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution.
The following table lists the costs and expenses payable by the Company in
connection with the issuance and distribution of the securities being
registered.
SEC Filing Fee $ 4,451
Blue Sky Fees and Expenses 300
Legal Fees and Expenses 70,000
Accounting Fees and Expenses 25,000
Miscellaneous Expenses 249
--------
TOTAL $100,000
========
All expenses other than the SEC filing fee are estimated.
Item 14. Indemnification of Officers and Directors
The Colorado Business Corporation Act provides that the Company may
indemnify any and all of its officers, directors, employees or agents or former
officers, directors, employees or agents, against expenses actually and
necessarily incurred by them, in connection with the defense of any legal
proceeding or threatened legal proceeding, except as to matters in which such
persons shall be determined to not have acted in good faith and in the Company's
best interest.
Item 15. Recent Sales of Unregistered Securities.
The following lists all shares issued by the Company since December 31, 2004
which were not registered with the Securities and Exchange Commission. Unless
otherwise indicated, all per share information has been adjusted to reflect a
20-for-1 forward split of the Company's common stock which was approved by the
Company's shareholders in March 2005.
April 2006 Sales
Name Date of Sale Shares Warrants Consideration
Rex Doyle 4-4-06 20,000,000 (1) -- $200
John Ippolito 4-4-06 20,000,000 (1) -- $200
David Reynolds 4-4-06 2,000,000 -- $ 20
Dana Walters 4-4-06 1,000,000 -- $ 10
Joseph Lindquist 4-4-06 1,000,000 -- $ 10
(1) On March 12, 2007 Rex Doyle and John Ippolito each agreed to the
cancellation of 11,600,0000 of their respective shares.
1
Services Provided by Officers and Consultants
- ---------------------------------------------
Name Date Shares Consideration
---- ---- ------ -------------
John Sherwood 12/18/06 15,000 Services rendered as a
director and valued at
$11,419.
W. Robert Eissler 12/18/06 15,000 Services rendered
as a director and valued
at $11,419.
Dr. Robert M. Ferguson 12/18/06 15,000 Services rendered as a
director and valued at
$11,419.
W. Steven Goff 12/18/06 10,000 Services rendered as
President of Epic
Exploration and
Production LLC and
valued at $7,613.
Michael Kinney 12/18/06 20,000 Accounting services
rendered and valued at
$15,225.
Michael Kinney 3/26/07 20,000 Accounting Services
rendered and valued at
$61,000.
Michael Kinney 6/6/07 20,000 Accounting services
rendered and valued at
$62,500.
Gary L. Christensen 9/14/07 63,556 Services rendered in
connection with the
acquisition of the
Carnrite Group, LLC
and valued at $209,735.
Rex P. Doyle 12/13/07 300,000 Services as an officer
and valued at $990,000.
John Ippolito 12/13/07 300,000 Services as an officer
and valued at $990,000.
Kevin G. McMahon 6/10/08 17,000 Services as a director
and valued at $8,000.
2
Oil and Gas Properties
- ----------------------
Name Date Shares Consideration
---- ---- ------ -------------
Dick Schremmer 12/22/06 2,200,000 Interest in Kansas oil
and gas property
Edwin Gressel 12/22/06 1,000,000 Interest in Kansas oil
and gas property
Harold Gordon 2/16/07 1,923 Interest in Oklahoma oil
and gas property
David Howard 2/16/07 1,923 Interest in Oklahoma oil
and gas property
Private Placement
- -----------------
Between October 2006 and April 2007 the Company raised $1,414,100, net of
commissions, from the sale of 1,455,100 shares of its common stock, plus 491,500
Series A warrants and 963,600 Series B warrants, to private investors. The
Series A warrants expired on December 31, 2007. Each Series B Warrant entitles
the holder to purchase one share of the Company's common stock at a price of
$2.50 per share at any time prior to September 30, 2009. The Company paid
commissions of $40,400 in connection with the sale of these securities.
The Carnrite Group LLC
- ----------------------
Name Date Shares Consideration
---- ---- ------ -------------
Alan G. Carnrite 8/10/07 1,271,125 Membership interest in
the Carnrite Group,
LLC.
Gillian A. Tilbury 8/10/07 381,337 Membership interest in
the Carnrite Group,
LLC.
Lea Ann Robertson 8/10/07 381,337 Membership interest in
the Carnrite Group,
LLC.
Rita L. Williams 8/10/07 381,337 Membership interest in
the Carnrite Group,
LLC.
Sherri L. Herzig 8/10/07 381,337 Membership interest in
the Carnrite Group,
LLC.
Carolyn N. Stortstrom 8/10/07 381,337 Membership interest in
the Carnrite Group,
LLC.
3
Pearl Investment Company
- ------------------------
Name Date Shares Consideration
---- ---- ------ -------------
R. Bret Rhinesmith 12/5/07 1,075,000 Shares of Pearl
Investment Company.
Curtis L. Good 12/5/07 134,312 Shares of Pearl
Investment Company.
Patrick A. Redalen 12/5/07 59,312 Shares of Pearl
Investment Company.
Kindra Snow-McGregor 12/5/07 75,000 Services rendered.
Michael J. Kraft 12/5/07 75,000 Services rendered.
Edward C. Relaford, Jr. 12/5/07 75,000 Services rendered.
Larry W. Bridger 12/5/07 75,000 Services rendered.
Patrick Murray 12/5/07 75,000 Services rendered.
Mona Walker 12/5/07 75,000 Services rendered
Epic Integrated Solutions LLC
- -----------------------------
Name Date Shares Consideration
---- ---- ------ -------------
Joseph Allen Wright 2/20/08 500,000 Membership interest in
Epic Integrated Solutions,
LLC
Richard Dean Harvey 2/20/08 250,000 Membership interest in
Epic Integrated
Solutions, LLC
Traci Marlene Harvey 2/20/08 250,000 Membership interest in
Epic Integrated Solutions,
LLC
Common Stock and Warrants
- -------------------------
On December 5, 2007 Epic sold 5,096,002 shares of its common stock, plus
warrants, to the investors listed below. Each warrant entitles the holders to
purchase one share of the Epic's common stock. The warrants are exercisable at a
price of $1.50 per share and expire on December 5, 2012.
On December 31, 2007 Epic sold an additional 1,023,001 shares of its
common stock to a group of private investors for gross proceeds of $1,534,502 or
$1.50 per share. The investors also received warrants which entitle the holders
4
to purchase up to 1,023,001 shares of Epic's common stock. The warrants are
exercisable at a price of $1.50 per share and expire on December 5, 2012.
Date
Name of Sale Shares Warrants Consideration
- ---- ------- ------ -------- -------------
Chestnut Ridge Partners, LP 12-05-07 200,000 200,000 $300,000
Ironman PI Fund (QP), L.P. 12-05-07 500,000 500,000 $750,000
Truk Opportunity Fund, LLC 12-05-07 250,000 250,000 $375,000
Truk International Fund, LP 12-05-07 83,333 83,333 $125,000
Brio Capital L.P. 12-05-07 100,000 100,000 $150,000
GCA Strategic Investment Fund Ltd. 12-05-07 333,333 333,333 $500,000
Cranshire Capital, L.P. 12-05-07 166,667 166,667 $250,000
Midsummer Investment, Ltd. (1) 12-05-07 500,000 500,000 $750,000
Fort Mason Master, LP (1) 12-05-07 469,550 469,550 $704,325
Fort Mason Partners, LP (1) 12-05-07 30,450 30,450 $45,675
Fraser Black and Deirdre D. Black 12-05-07 333,333 333,333 $500,000
Marcus Wilkins 12-05-07 100,000 100,000 $150,000
Robert R. Henry 12-05-07 130,000 130,000 $195,000
C. Allen Robinson 12-05-07 66,666 66,666 $99,999
Castex New Ventures, L.P. 12-05-07 666,667 666,667 $1,000,000
Roger S. Kellett 12-05-07 35,000 35,000 $52,500
Ricky D. Needham 12-05-07 22,000 22,000 $33,000
Thomas E. Palmer Jr. 12-05-07 20,000 20,000 $30,000
Thomas Edwin Palmer Sr. 12-05-07 33,334 33,334 $50,001
Terry P. Sellers 12-05-07 33,333 33,333 $50,000
Continental American Resources,
Inc. 12-05-07 33,333 33,333 $50,000
Morgan J. Scudi 12-05-07 40,000 40,000 $60,000
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Date
Name of Sale Shares Warrants Consideration
- ---- ------- ------ -------- -------------
Albert G Aaron 12-05-07 66,667 66,667 $100,000
Edward Perera 12-05-07 76,001 76,001 $114,001
Warren W. Smith 12-05-07 66,667 66,667 $100,000
William Reed Moraw 12-05-07 50,000 50,000 $75,000
M. Richard Asher 12-31-07 466,667 466,667 $700,000
Susanne Young 12-31-07 66,667 66,667 $100,000
Steven Hahn 12-31-07 66,667 66,667 $100,000
Jeffrey Hahn 12-31-07 66,667 66,667 $100,000
Braden S. Carlsson 12-31-07 23,000 23,000 $34,500
Retzloff Family Company Ltd. 12-31-07 333,333 333,333 $500,000
(1) On April 30, 2008 Fort Mason Master, LP and Fort Mason Partners LP sold
their shares of common stock and warrants to Midsummer Investment, Ltd.
Notes and Warrants
- ------------------
On December 5, 2007 the Company sold notes in the principal amount of
$20,250,000 plus warrants, to the investors listed below. Each warrant entitles
the holders to purchase one share of the Company's common stock. The warrants
are exercisable at a price of $1.65 per share and expire on December 5, 2012.
Principal
Name Amount of Note Warrants
- ---- -------------- --------
Shelter Island Opportunity Fund, LLC $1,000,000 787,879
William H. Wilson, Jr. $ 70,000 55,152
H. Steven Walton $ 50,000 39,394
Peter Morin $ 65,000 51,213
Todd M. Binet $ 65,000 51,513
Cranshire Capital, L.P. $ 250,000 196,970
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Principal
Name Amount of Note Warrants
- ---- -------------- --------
Midsummer Investment, Ltd. (1) $4,500,000 3,545,455
Fort Mason Master, L.P. (1) $2,112,975 1,664,769
Fort Mason Partners, L.P. (1) $ 137,025 107,960
Whitebox Convertible Arbitrage Partners, LP $5,500,000 4,333,334
Pandora Select Partners, LP $3,000,000 2,363,637
Whitebox Special Opportunities $3,000,000 2,363,637
Partners Series B, LP
Guggenheim Portfolio Company XXXI, LLC $ 500,000 393,940
(1) On April 30, 2008 Fort Mason Master, LP and Fort Mason Partners LP sold
their notes and warrants to Midsummer Investment, Ltd.
Rodman & Renshaw acted as the lead placement agent for the sale of the
common stock, notes and warrants. For its services in this regard, Rodman &
Renshaw received $1,849,000 in cash from the Company, as well as warrants to
purchase 1,301,151 shares of the Company's common stock. Warrants to purchase
184,333 shares are exercisable at a price of $1.50 per share and warrants to
purchase 1,116,818 shares are exercisable at a price of $1.65 per share. The
Company paid $235,000 to other placement agents, none of which were affiliated
with the Company, participating in the financing.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 with respect to the issuance of the shares of common
stock, notes and warrants listed in this Item 15. The persons who acquired these
shares were sophisticated investors. The persons who acquired these shares
acquired them for their own accounts. The certificates representing these shares
will bear a restricted legend providing that they cannot be sold except pursuant
to an effective registration statement or an exemption from registration.
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed with this Registration Statement:
Exhibit
Number Exhibit Name
- ------- ------------
3.1 Articles of Incorporation Incorporated by reference,
and as same exhibit number,
from the Company's
Registration Statement on
Form 10-SB filed on
August 22, 2000 (Commission
File No. 000-31357).
7
3.2 Amendments to Articles of Incorporation *
-------------------------
3.3 Bylaws *
-------------------------
5 Opinion of Counsel
10.1 Agreement relating to the acquisition of the Incorporated by reference
Carnrite Group, LLC to Exhibit 10 to the
Company's report on
Form 8-K dated August 10,
2007.
10.2 Agreement relating to the acquisition of Pearl Incorporated by reference
Investment Company to Exhibit 10.1 to the
Company's report on Form
8-K dated December 5, 2007.
10.3 Securities Purchase Agreement (together with Incorporated by reference
schedule required by Instruction 2 to Item 601 to Exhibit 10.2 to the
of Regulation S-K) pertaining to the sale of Company's report on Form
common stock and warrants 8-K dated December 5, 2007.
10.4 Purchase Agreement (together with schedule Incorporated by reference
required by Instruction 2 to Item 601 of to Exhibit 10.3 to the
Regulation S-K) pertaining to the sale of Company's report on Form
the notes and warrants 8-K dated December 5, 2007.
10.5 Agreement relating to the acquisition of Epic
Integrated Solutions LLC *
--------------------------
10.6 Employment Agreement with R. Bret Rhinesmith *
--------------------------
10.7 Employment Agreement with Patrick W. Murray *
---------------------------
10.8 Gas Purchase Agreement with IACX Energy, LLC *
---------------------------
10.9 Consulting Agreement with R. Bret Rhinesmith *
---------------------------
21. Subsidiaries *
-------------------------
23.1 Consent of Attorneys *
-------------------------
23.2 Consent of Accountants *
-------------------------
* Previously filed.
8
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section l0 (a)(3) of the
Securities Act:
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, 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 prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in 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;
and
(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
Securities Act of 1933, 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 that remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of l933 (the "Act") 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
9
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary officering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
10
(ii) Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
11
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Woodlands, Texas.
EPIC ENERGY RESOURCES, INC.
Date: October 28, 2008 By: /s/ Rex P. Doyle
-------------------------------------
Rex P. Doyle, Principal
Executive Officer
Date: October 28, 2008 By: /s/ Michael Kinney
-------------------------------------
Michael Kinney, Principal Financial
and Accounting Officer
Pursuant the requirements of the Securities Act of l933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
/s/ Rex P. Doyle Director October 28, 2008
- ------------------------- and Principal
Rex P. Doyle Executive Officer
/s/ W. Robert Eissler Director October 28, 2008
- -------------------------
W. Robert Eissler
Director
- -------------------------
Dr. Robert M. Ferguson
/s/ John Otto Director October 29, 2008
- -------------------------
John Otto