AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 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. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
9700 BISSONNET, SUITE 1700 HOUSTON, TEXAS 77036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
STOCK OPTION 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
COMMON STOCK,
PAR VALUE $.001 3,500,000 SHARES $ 0.48 $1,680,000.00 $ 401.52
* 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 DECEMBER 3, 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, 2001,
and (b) the Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 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. 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 Amendment to Stock Option Plan
10.2 Stock Option Plan
23.1 Consent of Malone and Bailey, PLLC
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 December 4, 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:
- ------------------------------
/s/ Kent Watts Director, President December 4, 2001
Kent Watts and Chief Accounting Officer
- ------------------------------
/s/ Robert Hill Director December 4, 2001
Robert Hill
- ------------------------------
/s/ Harry J. Briers Director December 4, 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 Amendment to Stock Option Plan
10.2 Stock Option Plan
23.1 Consent of Malone and Bailey, PLLC
23.3 Consent of Axelrod, Smith & Kirshbaum