SEC File No. 33-74154
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
FORM S-8
REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933
U.S. ENERGY CORP.
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(Exact name of registrant as specified in its charter)
Wyoming 83-0205516
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(State or other jurisdiction (I.R.S. Employer
incorporating or organization) Identification No.)
877 North 8th West,
Riverton, Wyoming 82501
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(Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN (F/K/A "1989 INCENTIVE STOCK OPTION PLAN")
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(Full title of plan)
Daniel P. Svilar, 877 North 8th West, Riverton, WY 82501
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(307) 856-9271
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement is declared effective.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
instruction G, check the following box. [ ]
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Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering regis.
registered registered* per share price fee
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Common stock, 1,825,000 $2.875(2) $5,246,875(3) $1,312.72
par value shares*(1)
$0.01 per share
Totals* 1,825,000 $5,246,875(3) $1,312.72
shares
* Does not include the 925,000 shares registered for the Registrant's
Restricted Stock Bonus Plan or the Outside Directors Compensation Plan,
previously registered on Form S-8 in 1996 and 1994 (see footnotes to
calculation of fees in such filings).
(1) This filing covers the Registrant's amended 1989 Incentive Stock Option
Plan (now the "1998 Stock Option Plan"), by increasing the number of shares
issuable under the Plan by 1,825,000 to the current Plan limit of
2,750,000.
(2) Based on the maximum per share option exercise price for options issued to
date.
(3) Aggregate offering price is based on total options multiplied by ($2.875)
the per share option exercise price. Pursuant to Rule 457(h)(1), the
registration fee is calculated on the exercise price for the option.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by References.
Registrant hereby incorporates the documents listed in (a) through (c)
below by reference into this Form S-8 registration statement. All documents
subsequently filed by registrant pursuant to sections 13(a), 13(d), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), 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 the registration
statement and to be part thereof from the date of filing such documents.
(a) Registrant's latest annual report on Form 10-K (for fiscal year ended
May 31, 2000), and registrant's proxy statement for annual meeting in December
2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The registrant's class of common stock is described in the S-4
registration statement filed with the Commission on November 29, 1993 (SEC File
No. 33-72280), including any amendment which may be filed for the purpose of
updating such description.
Item 4. Description of Securities.
Not applicable (see Item 3(c) above).
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Wyoming Business Corporation Act ("BCA"), W.S. 17-16-850 et. seq.,
provides for indemnification of the registrant's officers, directors, employees,
and agents against liabilities which they may incur in such capacities. A
summarization of circumstances in which such indemnification may be available
follows, but is qualified by reference to registrant's Articles of Incorporation
and the text of the statute.
In general, any officer, director, employee, or agent may be indemnified
against expenses, fines, settlements, or judgments arising in connection with a
legal proceeding to which such person is a party as a result of such
relationship, if that person's actions were in good faith, were believed by him
or her to in (or at least not opposed to) registrant's best interests, and in
the case of any criminal
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proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. Unless such person is successful upon the merits in such an action,
indemnification may be awarded only after a determination by decision of the
board of directors (by directors not at the time parties to the proceeding) or
by majority shareholder vote (excluding shares held or controlled by directors
who are at the time parties to the proceeding), or by opinion of special legal
counsel.
The circumstances under which indemnification would be made in connection
with an action brought on behalf of the registrant are generally the same as
stated above, except that indemnification is permitted only for reasonable
expenses.
In addition, registrant has statutory authority to purchase insurance to
protect its officers, directors, employees, and agents against any liabilities
asserted against them, or incurred in connection with their service in such
capacities. Further, registrant may advance or reimburse funds to a director who
is a party to a proceeding, for reasonable expenses incurred in connection with
a proceeding.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description Page No.
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4.2 1998 Stock Option Plan 7
4.2(a) Amendment No. 1 to 1998 Stock Option Plan 17
Item 9. Undertakings.
The registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement.
(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.
(a)(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.
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(a)(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
123(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the 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 offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the registrant, 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 successfully
defense of any action suit or proceeding) is asserted by such officer, director,
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post Effective Amendment No. 2 to its Form S-8 Registration
Statement to be signed on its behalf by the undersigned, duly authorized in the
City of Riverton, WY on May 22, 2001.
U.S. ENERGY CORP.
(Registrant)
Date: May 22, 2001 By: /s/ Keith Larsen
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KEITH LARSEN, President
In accordance with the requirements of the Securities Act of 1933, this
Post Effective Amendment No. 2 to Registration Statement on Form S-8 was signed
by the following persons in the capacities and on the dates stated.
Date: May 22, 2001 By: /s/ John L. Larsen
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JOHN L. LARSEN, Chairman,
CEO and Director
Date: May 22, 2001 By: /s/ Keith Larsen
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JOHN L. LARSEN,
President and Director
Date: May 22, 2001 By: /s/ Harold F. Herron
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HAROLD F. HERRON, Director
Date: May __, 2001 By:
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DON C. ANDERSON, Director
Date: May __, 2001 By:
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DAVID W. BRENMAN, Director
Date: May 22, 2001 By: /s/ Nick Bebout
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NICK BEBOUT, Director
Date: May 22, 2001 By: /s/ H. Russell Fraser
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H. RUSSELL FRASER, Director
Date: May 22, 2001 By: /s/ Robert Scott Lorimer
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ROBERT SCOTT LORIMER,
Treasurer and Chief Financial Officer
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