Registration No. 333-40480
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Post-Effective Amendment No. 4
to
FORM S-1
on
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FX ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 1311 87-0504461
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(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
3006 Highland Drive, Suite 206
Salt Lake City, Utah 84106
(801) 486-5555
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
David N. Pierce
3006 Highland Drive, Suite 206
Salt Lake City, Utah 84106
(801) 486-5555
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
James R. Kruse
Kevin C. Timken
Kruse, Landa & Maycock, LLC
50 West Broadway, 8th Floor
Salt Lake City, UT 84101
Telephone (801) 531-7090
Facsimile (801) 531-7091
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
The Registrant hereby amends this amendment to the registration statement on
such date or dates as may be necessary to delay its effective date until the
Registrant files a further amendment which specifically states that this
amendment to the registration statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until the
amendment to the registration statement becomes effective on such date as the
Securities and Exchange Commission acting pursuant to Section 8(a) may
determine.
Post-Effective Amendment No. 4 to Prospectus dated July 10, 2000
FX ENERGY, INC.
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This post-effective amendment is a part of and should be read in
conjunction with our prospectus dated July 10, 2000.
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This post-effective amendment no. 4 updates our prospectus dated July 10, 2000.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows FX Energy to "incorporate by reference" information FX
Energy files with the SEC, which means that FX Energy can disclose important
information to people by referring them to other documents that FX Energy files
with the SEC. The information incorporated by reference is considered to be part
of this prospectus. FX Energy has filed or furnished the following documents
with the SEC (File No. 0-25386) pursuant to the Securities Exchange Act of 1934
and is incorporating those documents by reference in this prospectus.
o Annual Report on Form 10-K for the year ended December 31, 2000 (the "Form
10-K").
All documents FX Energy files with the SEC after the date of this
prospectus will be deemed to be incorporated by reference in this prospectus and
to automatically update and supersede the information in this prospectus. Any
statement that is modified or superseded will not be deemed, except as so
modified or superseded, to be a part of this prospectus. References to this
prospectus include information incorporated by reference as well as any
subsequent prospectus supplements.
FX Energy will provide at no cost to each person to whom this
prospectus is delivered, upon written or oral request of that person, a copy of
any or all of the information that has been incorporated by reference in this
prospectus but not delivered with this prospectus (not including exhibits to
that information unless those exhibits are specifically incorporated by
reference in that information). Investors should direct requests to FX Energy,
Inc., 3006 Highland Drive, Suite 206, Salt Lake City, UT 84106, Attention: Scott
J. Duncan, Telephone: (801) 486-5555.
AVAILABLE INFORMATION
FX Energy has filed a registration statement (together with all
amendments and exhibits, the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") to register the shares of common stock offered
by the selling stockholders under the Securities Act of 1933, as amended (the
"Securities Act"). This prospectus, which is a part of the Registration
Statement, does not contain certain information set forth in the Registration
Statement because SEC rules permit such omission. Statements made in this
prospectus as to the content of any contract, agreement or other document are
not necessarily complete. Some contracts, agreements, or other documents are
filed or incorporated by reference as an exhibit to the Registration Statement
or to a document incorporated by reference in this prospectus. In those cases,
investors should refer to such exhibits for more complete descriptions.
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FX Energy files reports, proxy and information statements and other
information with the SEC. The public may read and copy at prescribed rates any
materials FX Energy files with the SEC, including the Registration Statement and
the exhibits thereto, at the SEC's offices at:
Public Reference Room Citicorp Center Seven World Trade Center
450 Fifth Street, N.W. 500 West Madison Street New York, New York 10048
Washington, D.C. 20549 Chicago, Illinois 60661
For information, telephone the SEC's Public Reference Room at 1-800-SEC-0330.
The SEC Internet site at http://www.sec.gov contains materials FX Energy files
with the SEC in electronic versions through the SEC's Electronic Data Gathering,
Analysis and Retrieval system (EDGAR).
Public information is also available at: The Nasdaq Stock Market
1735 K Street, N.W.
Washington, D.C. 20006.
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ITEM 17. UNDERTAKINGS
Rule 415 Offerings: Post-Effective Amendments. [Regulation S-K, Item 512(a)]
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
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 being registered that remain unsold at
the termination of the offering.
Filings Incorporating Subsequent Exchange Act Documents by Reference [Regulation
S-K, Item 512(b)]
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
Incorporated Annual and Quarterly Reports [Regulation S-K, Item 512(e)]
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of rule 14a-3 or rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
article 3 of regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Indemnification. [Regulation S-K, Item 512(h)]
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities and
Exchange SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer, or controlling person of the small business issuer
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 small business issuer 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 whether such indemnification by it is
against public policy as expressed in the Securities 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, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Salt Lake City, on March 20, 2001.
FX Energy, Inc.
By: /s/ Scott J. Duncan
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Scott J. Duncan
Vice-President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated and on the 20th day of March, 2001.
/s/ David N. Pierce
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David N. Pierce
Director, President, and Chief Executive Officer
(Principal Executive Officer and Financial Officer)
/s/ Andrew W. Pierce
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Andrew W. Pierce
Director, Vice-President, and Chief Operations Officer
(Principal Operations Officer)
By: /s/ Scott J. Duncan
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/s/ Thomas B. Lovejoy Scott J. Duncan
- ------------------------------------------------------- Attorney-in-Fact
Thomas B. Lovejoy
Director, Chief Financial Officer and Vice Chairman
/s/ Scott J. Duncan
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Scott J. Duncan
Director, Vice-President Investor Relations and Secretary
/s/ Dennis L. Tatum
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Dennis L. Tatum
Director, Vice President and Treasurer
(Principal Accounting Officer)
/s/ Peter L. Raven
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Peter L. Raven
Director
/s/ Jay W. Decker
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Jay W. Decker
Director
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