As filed with the Securities and Exchange Commission on September 25, 2001.
Registration No. _____ -_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HYPERDYNAMICS CORPORATION
(Exact Name of Issuer As Specified in Its Charter)
DELAWARE 87-0400335
State or Other Jurisdiction (I.R.S. Employerof incorporation or
organization) Identification No.)
9700 Bissonnet, Suite 1700 Houston, Texas 77036
(Address of principal executive offices, including zip code)
Wes Christian, Esq., Legal Defense Fee Compensation Plan
(Full title of the plan)
Kent Watts, President - Hyperdynamics Corporation
9700 Bissonnet, Suite 1700 Houston, Texas 77036
(713) 353-9400
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
-------------------------------
Title Of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Share (*) Price (*) Fee
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Common Stock,
Par value $.001 1,015,000 shares $ 0.65 $ 659,750.00 $ 164.94
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* Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for purposes of calculating the registration fee and based on the average
of the high and low bid on our common stock on September 18, 2001.
PART II
Information Required In The Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Hyperdynamics Corporation (the
"Company") are incorporated by reference in this registration statement: (a) the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000,
(b) the Company's Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 2000, December 31, 2000 and March 31, 2001 c) the Company's
Reports on Forms 8-K and Forms 8-K as amended, filed September 4, 2001, August
15, 2001, June 15, 2001, (c) the Company's prospectus pursuant to Rule 424(b)
filed November 30, 2000, and, (d) the description of the securities offered
hereby is incorporated by reference to the Company's registration statement on
Form SB-2 filed October 31, 2000. All documents subsequently filed by us
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 offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
The Company's Common Stock is registered under Section 12(g) of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Axelrod, Smith & Kirshbaum, who has prepared this Registration Statement
and the opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration Statement,
has represented the Registrant in the past on certain legal matters. Mr.
Axelrod's relationship with the Registrant has been as legal counsel, and there
are no arrangements or understandings which would in any way cause him to be
deemed an affiliate of the Registrant or a person associated with an affiliate
of the Registrant. Mr. Axelrod owns 4,000 shares of common stock of
Hyperdynamics.
Item 6. Indemnification of Officers and Directors.
We are a Delaware corporation. We indemnify our directors and officers and
this reduces the likelihood of shareholder litigation. Delaware General
Corporation Law permits a corporation organized under Delaware law to indemnify
directors and officers with respect to any matter in which the director or
officer acted in good faith and in a manner he reasonably believed to be not
opposed to our best interests, and, with respect to any criminal action, had
reasonable cause to believe his conduct was lawful.
Our Bylaws provide that our directors and officers are indemnified by us if
that person is a party to a matter by reason of being a director or officer.
These provisions may discourage stockholders from bringing suit against a
director for breach of fiduciary duty and may reduce the likelihood of
derivative litigation brought by our stockholders on our behalf against a
director.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to our directors, officers and controlling
persons, pursuant to the foregoing provisions, or otherwise, we have 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
Exhibit Number Description of Exhibit
-------------- ------------------------
5.1 Opinion of Axelrod, Smith & Kirshbaum
10.1 Wes Christian, Esq., Legal Defense Fee Compensation Plan
23.1 Consent of Malone and Bailey, PLLC
23.2 Consent of John B. Evans II
23.3 Consent of Axelrod, Smith & Kirshbaum
Item 9. Undertakings.
(a) The registrant will:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
(2) For the purpose of determining any liability under the Securities Act,
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.
(3) File a post-effective amendment to remove from registration any of the
that remain unsold at the end of the offering.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, that 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.
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 authorized, in Houston, Texas,
on September 24, 2001.
Hyperdynamics Corporation
---------------------------
By: /s/ Kent Watts
Kent Watts, Director, President and
Chief 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:
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/s/ Kent Watts Director, President September 24, 2001
Kent Watts and Chief Accounting Officer
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/s/ Robert Hill Director September 24, 2001
Robert Hill
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/s/ Harry J. Briers Director September 24, 2001
Harry J. Briers
The following is a list of exhibits filed as part of the Registration Statement:
Exhibit Number Description of Exhibit
-------------- ------------------------
5.1 Opinion of Axelrod, Smith & Kirshbaum
10.1 Wes Christian, Esq., Legal Defense Fee Compensation Plan
23.1 Consent of Malone and Bailey, PLLC
23.2 Consent of John B. Evans II
23.3 Consent of Axelrod, Smith & Kirshbaum