UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission File Number: 0-25386
FX ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0504461
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3006 Highland Drive, Suite 206, Salt Lake City, Utah 84106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: Telephone (801) 486-5555
Telecopy (801) 486-5575
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- ------------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001
Preferred Stock Purchase Rights
--------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
State the aggregate market value of the voting and nonvoting common
equity held by nonaffiliates of the registrant. The aggregate market value shall
be computed by reference to the price at which the common equity was sold, or
the average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. As of March 29, 2002, the aggregate
market value of the voting and nonvoting common equity held by nonaffiliates of
the registrant was $50,466,608.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. As of March 29,
2002, FX Energy had outstanding 17,628,235 shares of its common stock, par value
$0.001.
DOCUMENTS INCORPORATED BY REFERENCE. None.
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FX ENERGY, INC.
Form 10-K for the fiscal year ended December 31, 2001
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Table of Contents
Item Page
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Part III
10. Directors and Officers of Registrant......................... 1
11. Executive Compensation....................................... 3
12. Security Ownership of Certain Beneficial Owners
and Management............................................. 9
13. Certain Relationships and Related Transactions............... 10
-- Signature Page............................................... 11
i
PART III
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ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
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EXECUTIVE OFFICERS AND DIRECTORS
FX Energy's articles of incorporation provide that the board of
directors shall be divided into three classes, with each class as equal in
number as practicable. One class is to be elected each year for a three-year
term at the annual stockholder meeting.
The following table sets forth the name, age and position of each of FX
Energy's current executive officers and directors:
Director
Name Age Term Expires Title
----------------------- ---- ------------- -------------------------------------------------------------------
David N. Pierce 56 2002 President and Chairman of the Board of Directors
Andrew W. Pierce 54 2003 Vice-President, Chief Operating Officer and Director
Thomas B. Lovejoy 65 2004 Chief Financial Officer and Vice-Chairman of the Board of Directors
Jerzy B. Maciolek 51 2005 Vice-President International Exploration and Director
Scott J. Duncan 53 2004 Vice-President Investor Relations, Secretary and Director
Peter L. Raven 63 2002 Director
Dennis B. Goldstein 56 2004 Director
The principal occupation, title and business experience of FX Energy's
executive officers and directors during the last five years are indicated below.
David N. Pierce, President and Chairman of the Board of Directors of FX
Energy since 1992. For over three years prior to 1992, Vice-President and a
director of FX Energy's predecessor, Frontier Exploration Company, co-founded
with his brother, Andrew W. Pierce, in January 1989, which was acquired by FX
Energy in 1992. Executive capacities with privately held oil and gas companies
since 1979. An attorney with over 25 years of experience in natural resources,
securities and international business law. Graduate of Princeton University and
Stanford Law School.
Andrew W. Pierce, Vice-President, Chief Operating Officer and a
director of FX Energy since 1992. For over three years prior to 1992, President
and a director of FX Energy's predecessor, Frontier Exploration Company,
co-founded with his brother, David N. Pierce, in January 1989, which was
acquired by FX Energy in 1992. Over 25 years of experience in oil and gas
exploration, drilling, production and leasing experience, with primary
management and line responsibility for drilling and completion activities in the
western United States.
Thomas B. Lovejoy, Vice-Chairman of the Board of Directors since 1995,
Chief Financial Officer since 1999, and a consultant to FX Energy from 1995 to
1999. Between 1992 and 1999, principal of Lovejoy & Associates, Inc., Greenwich,
Connecticut, which provided financial strategic advice respecting private
placements, mergers and acquisitions. From 1989 through 1992, Managing Director
and head of natural resource, utility and mining groups of Prudential
Securities, Inc., New York City. From 1980 through 1988, Managing Director and
head of the energy and natural resources group of Paine Webber, Inc. Since 1993,
director of Scaltech, Inc., Houston, Texas, a processor of petroleum refinery
oil waste. Graduate of Massachusetts Institute of Technology and Harvard
Business School.
1
Jerzy B. Maciolek, Vice-President of International Exploration and a
director of FX Energy. Employed by FX Energy since September 1995. Instrumental
in FX Energy's exploration efforts in Poland. Member of the advisory board of
the Polish Oil and Gas Company. Prior to becoming FX Energy's employee, a
private consultant for over five years, including consulting on exploration
projects in the western United States, the hydrocarbon potential of Poland and
Kazakhstan, and developing applied integrated geophysical interpretations over
gold mines in Nevada, California and Mexico. Graduate of the Mining and
Metallurgy Academy in Krakow, Poland.
Scott J. Duncan, Vice-President Investor Relations, Secretary/Treasurer
and a director of FX Energy. Financial consultant to FX Energy from its
inception through April 1993, when he became FX Energy's Treasurer. Prior to
becoming a consultant with FX Energy, an executive and director of several small
businesses in Salt Lake City. Graduate of the University of Utah School of
Business.
Peter L. Raven, retired, formerly President of American Ultramar. From
1957 through 1985, various positions with Ultramar, PLC, London, England, a
fully integrated oil and gas company, and its U.K. and American held
subsidiaries, including Chief Financial Officer of Ultramar PLC. From 1985
through 1988, Executive Vice-President, and from 1988 through 1992, President of
American Ultramar. Graduate of the Downside School in England, the Institute of
Chartered Accountants, and the Harvard Business School Advanced Management
Program. Peter L. Raven is a member of our Audit Committee and Compensation
Committee.
Dennis B. Goldstein, Vice-President and corporate counsel of Homestake
Mining Company, a Walnut Creek, California based international gold mining
company, since 1976. Instrumental in Homestake's gold exploration activities
conducted in Poland during 1998 and 1999. Graduate of Brown University, Stanford
University Law School and the Executive Program of the Stanford Graduate School
of Business. Member of California Bar Association. Dennis B. Goldstein is a
member of our Audit Committee and Compensation Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires FX Energy's directors and executive officers, and persons who own more
than 10% of a registered class of FX Energy's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of equity securities of FX Energy. Officers, directors
and greater than 10% stockholders are required to furnish FX Energy with copies
of all Section 16(a) forms they file.
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to FX Energy during or respecting its last fiscal year ended December
31, 2001, no person who, at any time during the most recent fiscal year, was a
director, officer, beneficial owner of more than 10% of any class of equity
securities of FX Energy, or any other person known to be subject to Section 16
of the Exchange Act failed to file, on a timely basis, reports required by
Section 16(a) of the Exchange Act.
2
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ITEM 11. EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION
The following table sets forth, for the last three fiscal years of FX
Energy, the annual and long-term compensation earned by, awarded to, or paid to
the person who was Chief Executive Officer of FX Energy and each of the five
other highest compensated executive officers of FX Energy as of the end of the
last fiscal year (the "Named Executive Officers"):
Annual Compensation Long-Term Compensation
--------------------------------- -----------------------------------------------
Awards Payouts
------------------------- ---------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities All
Restricted Underlying Other
Year Other Annual Stock Options/ LTIP Compen-
Name and Principal Ended Salary Bonus Compensation Award(s) SARs Payouts sation
Position Dec. 31 ($)(1) ($)(1) ($) ($) (no.)(2) ($) ($)(3)
- ------------------- -------- ----------- ----------- ------------ ---------- ---------- ------ -----------
David N. Pierce 2001 $203,319 $ -- $ -- -- 60,000 -- $ --
President 2000 203,319 60,996 -- -- 60,000 -- 10,000
(CEO) 1999 197,466 185,760 -- -- 60,000 -- 7,409
Andrew W. Pierce 2001 $151,307 $ -- $ -- -- 50,000 -- $ --
Vice-President 2000 151,307 37,827 -- -- 50,000 -- 10,000
(COO) 1999 146,951 115,200 -- -- 50,000 -- 9,228
Thomas B. Lovejoy 2001 $151,307 $ -- $ -- -- 50,000 -- $ 9,078
Vice-Chairman 2000 151,307 37,827 -- -- 50,000 -- 10,000
(CFO) 1999 146,951 0 --(4) -- 50,000 -- 5,878
Jerzy B. Maciolek 2001 $151,307 $ -- $ -- -- 50,000 -- $ 9,078
Vice-President 2000 151,307 37,827 --(1) -- 50,000 -- 10,000
Exploration 1999 146,951 115,200 --(1) -- 50,000 -- 7,149
Scott L. Duncan 2001 $118,209 $ -- $ -- -- 50,000 -- $ 7,093
Vice-President 2000 118,209 29,552 -- -- 50,000 -- 8,866
Secretary/Treasurer 1999 114,806 90,000 -- -- 50,000 -- 7,325
Dennis L. Tatum(5) 2001 $118,209 $ -- $ -- -- 50,000 -- $ 7,093
Vice-President 2000 118,209 29,552 -- -- 50,000 -- 8,866
Treasurer 1999 108,139 60,000 -- -- 50,000 -- 3,647
- ------------------------
(1) During each of the three preceding fiscal years, FX Energy approved the
Named Executive Officers' salary increases and bonuses that were
conditioned on results of future activities or financings that were not
met. The conditional salary increases and bonuses were previously accrued
for financial reporting purposes and reported in the summary compensation
table for previous years. In March 2002, each of the Named Executive
Officers agreed to waive all such accrued but unpaid salary increases and
bonuses. Accordingly, the amounts reported for all periods reflect only
amounts earned and not subsequently waived.
(2) Includes stock options only.
(3) Includes FX Energy's employer contributions under FX Energy's 401(k) plan.
No material benefits are payable on retirement under this plan, which was
initiated in mid-1999.
(4) Excludes $60,000 paid during 1999 to Lovejoy & Associates, a consulting
firm owned by Mr. Lovejoy, prior to Mr. Lovejoy becoming FX Energy's chief
financial officer during 1999.
(5) Mr. Tatum resigned from FX Energy as of March 31, 2002.
3
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information respecting all individual
grants of options and stock appreciation rights ("SARs") made during the last
completed fiscal year to the Named Executive Officers of FX Energy:
Individual Grants Potential Realizable
- -------------------------------------------------------------------------------- Value at
(a) (b)(1)(2) (c)(1) (d) (e) Assumed Rates
Percent of of Share Price
Number of Total Options/ Appreciation for
Securities SARs Granted Exercise Option Term ($)
Underlying to Employees or Base ------------------------
Options/SARs During Price Expiration (f) (g)
Name Granted (#) Fiscal Year ($/share) Date 5% 10%
- ------------------------ --------------- -------------- ---------- ---------- ------------ ------------
David N. Pierce........ 60,000 12.6% $2.44 11/12/08 $59,600 $138,892
Andrew W. Pierce....... 50,000 10.5 2.44 11/12/08 49,666 115,743
Thomas B. Lovejoy...... 50,000 10.5 2.44 11/12/08 49,666 115,743
Jerzy B. Maciolek...... 50,000 10.5 2.44 11/12/08 49,666 115,743
Scott J. Duncan........ 50,000 10.5 2.44 11/12/08 49,666 115,743
Dennis L. Tatum(3)..... 50,000 10.5 2.44 11/12/08 49,666 115,743
- --------------------
(1) Vests one-third per year, beginning November 12, 2002. Options issued to
executive officers and directors contain terms providing that in the event
of a change in control of FX Energy and at the election of the optionee,
the unexercised options will be canceled, and FX Energy will pay to the
optionee an amount equal to the number of unexercised options multiplied by
the amount by which the fair market value of the common stock as of the
date preceding the change of control event exceeds the option exercise
price. The grants of options to officers and directors were not the result
of arm's-length negotiations.
(2) Includes stock options granted during 2001 only. Excludes stock options
expiring during 2001 that were extended for a period of two years with a
one-year vesting period.
(3) Mr. Tatum resigned from FX Energy as of March 31, 2002.
4
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES
The following table sets forth information respecting the exercise of
options and SARs during the last completed fiscal year by the Named Executive
Officers and the fiscal year-end values of unexercised options and SARs:
(a) (b) (c) (d) (e)
Number of Securities Underlying
Unexercised Options/SARs at Value of Unexercised
Shares Fiscal In-the-Money Options/SARs
Acquired Value Year-End (#) at Fiscal Year-End ($)
on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable(1) Unexercisable(2)
------------------------ ----------- ----------- ---------------------------------- ---------------------------
David N. Pierce....... -- -- 825,000 / 120,000 $ -- / $ --
Andrew W. Pierce...... -- -- 760,000 / 100,000 $ -- / $ --
Thomas B. Lovejoy..... -- -- 460,000 / 200,000 $ -- / $ --
Jerzy B. Maciolek..... -- -- 510,000 / 100,000 $69,000 / $225,000
Scott J. Duncan....... -- -- 250,000 / 100,000 $ -- / $ --
Dennis L. Tatum(3).... -- -- 145,200 / 100,000 $ -- / $ --
- ---------------------------
(1) Includes stock options only.
(2) Based on the closing sales price for the common stock of $1.96 on
December 31, 2001.
(3) Mr. Tatum resigned from FX Energy as of March 31, 2002.
DIRECTORS' COMPENSATION
FX Energy reimburses its directors for costs incurred by them in
attending meetings of the board of directors and its committees. FX Energy does
not pay any separate compensation to employees who serve on the board of
directors.
During 2001, FX Energy's outside directors, Peter L. Raven, Jay W.
Decker and Dennis B. Goldstein, were paid cash fees of $18,000 each and granted
options to purchase 10,000 shares of FX Energy's common stock each at an
exercise price of $2.44 per share. Jay W. Decker resigned as a director of FX
Energy on January 31, 2002. The exercise price for each of the foregoing options
was equal to the market price of the common stock as of the date of grant. In
addition to the above amounts, Dennis B. Goldstein was paid a cash fee of $2,250
for special legal services during 2001.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT, AND CHANGE IN CONTROL
FX Energy has entered into executive employment agreements with each of
the Named Executive Officers, except for Thomas B. Lovejoy. Each employment
agreement is for a three-year term and is automatically extended for an
additional year on the anniversary date of such agreement. The agreements
provided for annual salaries during 2001 of $203,319 for David N. Pierce,
$151,307 for Andrew W. Pierce, $151,307 for Jerzy B. Maciolek; and $118,209 for
Scott J. Duncan. In addition, the Named Executive Officers may receive such
bonuses or incentive compensation as the board of directors or Compensation
Committee may deem appropriate. Each agreement provides that the board of
directors or Compensation Committee may increase the base salary under the
agreements at the beginning of each year, with such increases to be at least
7.5% for David N. Pierce, Andrew W. Pierce and Scott J. Duncan. However, in view
of FX Energy's limited cash position, and notwithstanding the provisions of the
employment agreements, no salary increases have been granted since 1999, and
actual salaries paid under these agreements are reflected in the table under
Item 11. Executive Compensation: Summary Compensation. Each executive officer is
entitled under his respective employment agreement to certain continuation of
compensation in the event the agreement is terminated upon death or disability
or FX Energy terminates the agreement other than for cause.
5
In addition to the foregoing terms, Mr. Maciolek's employment agreement
provided for an annual bonus of $100,000 payable in cash, stock or options, as
may be determined by the board of directors or the Compensation Committee, based
on the progress of projects on which Mr. Maciolek is primarily engaged. On each
of May 12, 1998, 1999 and 2000, Mr. Maciolek received a $100,000 contractual
bonus that may be applied against any exercise of his options to purchase common
stock. In March 2002, Mr. Maciolek waived receipt of these bonuses.
Each executive employment agreement provides that, on the occurrence of
a change of control event, the employee may terminate the agreement. In the
event of such termination, the employee is entitled to a termination payment
equal to 150% of his annual salary (100% in the case of Jerzy B. Maciolek), and
the value of previously granted employee benefits. Additionally, FX Energy is
required to maintain certain benefits and, in the case of David N. Pierce,
Andrew W. Pierce and Scott J. Duncan, repurchase outstanding options. Options
held by Jerzy B. Maciolek will immediately vest on such termination. For
purposes of the foregoing, a change of control shall exist on any of the
following events: (i) the sale by FX Energy of all or substantially all of its
assets; (ii) a transaction or series of transactions resulting in a single
person or group of persons under common control owning 25% of the outstanding
common stock; (iii) a change in the composition of the board of directors so
that more than 50% of the directors are persons neither nominated nor elected by
the board of directors or any authorized committee; (iv) the decision by FX
Energy to terminate its business and liquidate its assets; or (v) a merger or
consolidation of FX Energy in which FX Energy's existing stockholders own less
than 50% of the outstanding voting shares of the surviving entity.
COMPENSATION COMMITTEE REPORT
General
Under the supervision of the Compensation Committee, FX Energy has
developed and implemented compensation policies, plans and programs that seek to
enhance FX Energy's ability to recruit and retain qualified executive and other
personnel, including incentive bonuses and stock option and award programs that
create long-term incentive for executive management and key employees by
enabling them to acquire an equity stake in FX Energy.
FX Energy's basic compensation package consists of salary, bonus and
stock options. In developing and implementing compensation policies and
procedures, the Compensation Committee's objectives are to provide rewards for
the long-term value of individual contribution and performance to FX Energy,
provide rewards that are both recurring and nonrecurring and both financial and
nonfinancial, provide for fairness and consistency, pay competitively, conduct
an effective performance review process, and meet all legal requirements.
The functions of the Compensation Committee are to:
o review and recommend to the board of directors the amount and
manner of compensation of the Chief Executive Officer for
final determination by the board of directors;
o consult with and consider the recommendations of the Chief
Executive Officer respecting the amount and manner of
compensation of the other executive officers and recommend to
the board of directors the amount and manner of compensation
for such executive officers for final determination by the
board of directors;
o counsel the Chief Executive Officer in personnel matters,
management organization and long-range management succession
or planning; and
o develop and administer FX Energy's stock option and stock
award plans for executive officers and other employees.
The Compensation Committee conferred on November 12, 2001, in
connection with the board meeting of that date and met March 3, 2002, to
consider base salaries for 2002 and bonuses for 2001. In light of FX Energy's
diminished cash position at the end of 2001, the Committee recommended to the
board of directors that there be no salary increases for 2002 or cash bonuses
6
for the year ending 2001. Management concurred with the Committee's
recommendation and the board of directors approved the Committee's
recommendation. The recommendation of the Committee and the action of the board
of directors were based solely on FX Energy's cash position and not upon
dissatisfaction with management's performance
The Compensation Committee intends that stock options serve as a
significant component of FX Energy's total compensation package in order to
retain employees and to focus their efforts on enhancing stockholder value.
Management proposed, the Compensation Committee recommended, and the board of
directors approved the year 2001 stock option awards for executives (other than
for the Chief Executive Officer, whose stock options are discussed below) at the
same level as 2000.
All stock option and award plans are administered by a committee
consisting of the board of directors or a committee thereof. At its discretion,
the committee may grant stock, incentive stock options or nonqualified options
to any employee, including officers. In addition to the options granted under
the stock option plans, FX Energy also issues nonqualified options outside the
stock option plans. The granted options have terms ranging from five to seven
years and vest over periods ranging from the date of grant to three years. Under
terms of the stock option award plans, FX Energy may also issue restricted
stock. FX Energy has not issued any stock awards during 2002 through the date of
this amended report under the terms of the above stock option and award plans.
2001 Compensation Review for Executives and Employees other than the
Chief Executive Officer
The Compensation Committee recommended and the board of directors
approved a 2001 salary increase and 2000 bonus for all executive officers, other
than the Chief Executive Officer, by reference to an informal overview of
compensation at similar companies, adjusted as the Compensation Committee deemed
appropriate for variations in geographic location, size, emphasis on exploration
as compared to the level of production and reserves, and profitability.
In reviewing the performance of FX Energy and its executives, the
Compensation Committee considered the extent to which FX Energy and its
executives had accomplished objectives for FX Energy developed by discussion
between the Compensation Committee and management, the extent to which FX
Energy's successes and failures in meeting objectives was or was not reasonably
within the control or responsibility of FX Energy's management, and the
recommendations of management. However, due to FX Energy's limited cash
position, 2001 salary increases were waived in March 2002. Actual salaries paid
are reflected in the summary compensation table under Item 11. Executive
Compensation: Summary Compensation. In respect to 2001 bonuses, the Compensation
Committee emphasized FX Energy's continued progress towards discovering,
developing and marketing gas reserves in Poland, acquiring additional oil and
gas assets in Poland, the individual performance of each executive, and in
general, expanding FX Energy's strategic alliances and industry position. Based
upon its discussions with management and the ongoing activities of FX Energy,
the Compensation Committee recommended and the board of directors approved 2001
bonuses; however, due to the Company's limited cash position, all of the bonuses
recommended by the Compensation Committee and approved by the board for 2001
were also waived in March 2002.
2001 Chief Executive Officer Compensation Review
The Compensation Committee recommended and the board of directors also
approved a 2001 salary increase and 2000 bonus for the Chief Executive Officer.
In March 2002, due to the Company's limited cash position, the 2001 salary
increase and bonus for 2000 were waived by the Chief Executive Officer. The
Compensation Committee recommended and the board of directors approved the
recommendation that in light of FX Energy's diminished cash position at the end
of 2001, there be no salary increase for the year 2002 and that the cash bonus
for the year 2001 for the Chief Executive Officer be delayed indefinitely. The
recommendation of the Committee and the action of the board of directors were
based solely on FX Energy's cash position and not upon dissatisfaction with the
Chief Executive Officer's performance. In March 2002, the 2001 bonus was also
waived by the Chief Executive Officer.
The 2001 bonus for the Chief Executive Officer was awarded on the same
basis as applied to other executives, except that objectives against which
performance was measured also included continuing the development of FX Energy's
7
relationships with the government of Poland and FX Energy's strategic partners,
FX Energy's progress towards discovering, developing and marketing gas reserves
in Poland, acquiring additional oil and gas assets in Poland, and expanding FX
Energy's strategic alliances and industry position generally. Efforts to obtain
additional funding, conceiving and implementing programs to achieve growth,
maintaining compliance with regulatory requirements, achieving within the
stockholder and the broader business community a high regard for the integrity
of FX Energy and its management, were also considered, without any specific
weight assigned to any specific factors. The Compensation Committee also weighed
accomplishments and progress against various delays and impediments encountered
and considered the degree to which material events and factors were or were not
within the control of the Chief Executive Officer. Due to the nature of FX
Energy's business, the Compensation Committee did not establish objective
criteria in the determination of compensation for the Chief Executive Officer.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is a present or former officer
of FX Energy or any subsidiary. There are no other interlocks. No member of the
Compensation Committee, his family, or his affiliate was a party to any material
transactions with FX Energy or any subsidiary since the beginning of the last
completed fiscal year. No executive officer of FX Energy serves as an executive
officer, director or member of a Compensation Committee of any other entity, an
executive officer or director of which is a member of the Compensation Committee
of FX Energy.
8
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
The following table sets forth, as of April 26, 2002, the name and
shareholdings of each person who owns of record, or was known by FX Energy to
own beneficially, 5% or more of the common stock currently outstanding; the name
and shareholdings of each director; and the shareholdings of all executive
officers and directors as a group. Unless otherwise indicated, all shares
consist of common stock, and all such shares are owned beneficially and of
record by the named person or group. Options include only those exercisable
within 60 days of the table date:
Principal Stockholders, Officers and Directors
----------------------------------------------------------------------------
Nature of Ownership Percentage of Ownership(1)
----------------------------------------- --------------------------------
Common Common
Beneficial Owner Stock Options(2) Total(3) Stock Options(2) Total
- ------------------------------ ------------ ----------- ---------- -------- ---------- ------
David N. Pierce(4).......... 70,550 825,000 895,550 0.3% 3.4% 3.7%
Andrew W. Pierce............ 65,103 760,000 825,103 0.3 3.1 3.4
Thomas B. Lovejoy(5)........ 527,367 460,000 987,367 2.2 1.9 4.1
Jerzy B. Maciolek........... -- 510,000 510,000 0.0 2.1 2.1
Scott L. Duncan(6).......... 153,500 250,000 403,500 0.7 1.1 1.7
Peter L. Raven.............. 40,000 28,000 68,000 0.2 0.1 0.3
Dennis B. Goldstein(7)...... 5,400 14,000 19,400 0.0 0.1 0.1
- ---------------------------- ------------ ----------- ----------- ------- ------- ------
All executive officers and
directors as a group
a group (seven persons)... 861,920 2,847,000 3,708,920 3.7% 10.8% 14.1%
============ =========== =========== ======= ======= ======
- -------------------------
(1) Calculations of total percentages of ownership outstanding for each
individual assumes the exercise of currently vested options held by that
individual to which the percentage relates. Percentages calculated for
totals of all executive officers and directors as a group assume the
exercise of all vested options held by the indicated group.
(2) These vested options give the holders the right to acquire shares of common
stock at prices ranging from $1.50 to $10.25 per share with various
expiration dates ranging from August 2002 to December 2007.
(3) Except as otherwise noted, shares are owned beneficially and of record and
such record stockholder has sole voting, investment and dispositive power.
(4) Includes 50,000 shares held by David N. Pierce as custodian for minor
children. Mr. Pierce is deemed to hold or share voting and dispositive
power over all of such shares. Excludes 14,000 shares held by Mr. Pierce's
wife, Mary Phillips, and 2,000 shares held by Mary Phillips as custodian
for minor children, of which Mr. Pierce disclaims beneficial ownership.
(5) Includes 41,000 shares held in trust for the benefit of Thomas B. Lovejoy's
children, 104,500 shares held in Mr. Lovejoy's IRA account, 10,000 shares
held by Mr. Lovejoy's spouse's IRA account, 200,000 shares held by Lovejoy
& Associates, Inc. (of which Mr. Lovejoy is sole owner), and 17,500 shares
owned by Lovejoy & Associates Profit Sharing Plan. Mr. Lovejoy is deemed to
hold dispositive power over all of such shares.
(6) Includes 125,000 shares held by Scott J. Duncan jointly with his wife,
Cathy H. Duncan; 6,500 shares held solely by Cathy H. Duncan; and 22,000
shares held by Cathy Duncan as custodian for minor children. Mr. Duncan is
deemed to hold or share voting and dispositive power over all of such
shares.
(7) Includes 400 shares held by Dennis B. Goldstein as custodian for a minor
child. Mr. Goldstein is deemed to hold or share voting and dispositive
power over all of such shares.
9
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
Unless otherwise indicated, the terms of the following transactions
between related parties were not determined as a result of arm's-length
negotiations.
CONSULTING AGREEMENT
FX Energy has engaged Dennis B. Goldstein to provide special legal
services from time to time, not to exceed an aggregate of $60,000 per year.
During 2001, FX Energy paid Dennis B. Goldstein $2,250 for such services.
STOCK OPTION EXTENSIONS
On April 5, 2001, FX Energy extended the term of options to purchase
125,000 shares of the Company's common stock that were to expire during 2001 for
a period of two years, with a one-year vesting period. FX Energy incurred
deferred compensation cost of $218,750, including $175,000 covering the
intrinsic value applicable to 100,000 options held by an executive and $43,750
covering the intrinsic value applicable to 25,000 options held by a nonexecutive
employee, to be amortized to expense over the one-year vesting period.
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SIGNATURES
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In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 29, 2002. FX ENERGY, INC.
(Registrant)
/s/ David N. Pierce
--------------------------------
David N. Pierce, President and
Chief Executive Officer
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