As filed with the Securities and Exchange Commission on February 14, 2006
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MEXCO ENERGY CORPORATION
(Exact name of issuer as specified in its charter)
Colorado 84-0627918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
214 W. Texas, Suite 1101 79701
Midland, Texas (Zip Code)
(Address of principal executive
offices)
Mexco Energy Corporation 1997
Employee Incentive Stock Plan and
Mexco Energy Corporation
2004 Incentive Stock Plan
(Full Title of the Plans)
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Nicholas C. Taylor, President
and Chief Executive Officer
Mexco Energy Corporation
214 W. Texas, Suite 1101
Midland, Texas 79701
(432) 682-1119
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Dan G. LeRoy
Cotton, Bledsoe, Tighe & Dawson
500 West Illinois, Suite 300
Midland, Texas 79701
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Unit (1) Price (1) Fee
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Common Stock, $0.50 par value...... 725,000 $9.91 $7,184,750.00 $769
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(1) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) based upon the average of the high
and low prices for securities of the same class as quoted on the Nasdaq
National Market on February 10, 2006.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning each of the
Mexco Energy Corporation 1997 Employee Incentive Stock Plan and the Mexco Energy
Corporation 2004 Incentive Stock Plan (the "Plans") required by Item 1 of Form
S-8 and the statement of availability of Registrant information and other
information required by Item 2 of this Form will be sent or given to employees
eligible to participate in each of the Plans as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of any
or all of the documents included in such file.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference: (1) the
Annual Report on Form 10-K of Mexco Energy Corporation (the "Company") for the
fiscal year ended March 31, 2005; (2) the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2005, the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2005, a Current Report on Form 8-K
filed by the Company on July 1, 2005, and a Current Report on Form 8-K filed by
the Company on August 12, 2005, and a Current Report on Form 8-K filed by the
Company on November 15, 2005, all filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the 10-K Annual Report referred to in (1)
above; and (3) the registration statement filed by the Company under Section 12
of the Exchange Act containing the description of the Common Stock of the
Company, par value $0.50 per share.
All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment of this Registration Statement which indicates that all securities
offered hereby 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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The class of securities to be offered pursuant to this Registration
Statement have been registered under Section 12 of the Exchange Act by the
filing of a registration statement under the Exchange Act as described in Item 3
above.
Item 5. Interests of Named Experts and Counsel.
No expert named in the Registration Statement nor counsel for the Company
(1) was employed for such purpose on a contingent basis; (2) will receive in
connection herewith a substantial interest, direct or indirect, in the Company
or its subsidiaries; or (3) was a promoter, underwriter, voting trustee,
director, officer or employee of the Company.
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Item 6. Indemnification of Directors and Officers.
Article XIII of the Company's Bylaws adopted December 5, 2002 provides as
follows:
"The Corporation shall indemnify all of its directors, officers and
employees to the extent authorized and permitted by Article 109 of the
Colorado Business Corporation Act, as amended".
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
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3.1* Articles of Incorporation (incorporated by reference to the
Company's Annual Report on Form 10-K filed June 25, 1998).
3.2* Bylaws adopted December 5, 2002 (incorporated by reference to
the Company's Annual Report on form 10-K filed June 30, 2003).
10.1* 1997 Employee Incentive Stock Plan (incorporated by reference
to the Amendment to Schedule 14C Information Statement filed
on August 13, 1997).
10.2* 2004 Incentive Stock Plan (incorporated by reference to the
Proxy Statement pursuant to Schedule 14A filed on July 9,
2004).
5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation.
23.1** Consent of Grant Thornton LLP.
23.2** Consent of Joe C. Neal and Associates, Petroleum Consultants
23.3** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.1 to this Registration Statement.)
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* Incorporated by reference to the filing(s) indicated.
** Filed herewith.
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Item 9. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.; and
(iii) include any additional or changed material information
on the plan of distribution;
provided, that the Company does not give the statements in paragraphs
(a)(1)(i) and (a)(1)(ii) of this item to the extent the information
required in a post-effective amendment is incorporated by reference from
periodic reports filed by the Company under the Exchange Act.
(2) For determining 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 securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Midland, State of Texas, on this 10th day of
February, 2006.
MEXCO ENERGY CORPORATION
(Registrant)
By: /s/ Nicholas C. Taylor
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ Nicholas C. Taylor President, Chief Executive February 10, 2006
Officer and Director
/s/ Donna Gail Yanko Vice President, Operations February 10, 2006
and Director
/s/ Tamala L. McComic Vice President, Treasurer and February 10, 2006
Assistant Secretary
/s/ Thomas Graham, Jr. Chairman of the February 10, 2006
Board of Directors
/s/ Thomas R. Craddick Director February 10, 2006
/s/ Jeffry A. Smith Director February 10, 2006
/s/ Arden Grover Director February 10, 2006
/s/ Jack D. Ladd Director February 10, 2006
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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3.1* Articles of Incorporation (incorporated by reference to the
Company's Annual Report on Form 10-K filed June 25, 1998).
3.2* Bylaws adopted December 5, 2002 (incorporated by reference to
the Company's Annual Report on form 10-K filed June 30, 2003).
10.1* 1997 Employee Incentive Stock Plan (incorporated by reference
to the Amendment to Schedule 14C Information Statement filed
on August 13, 1997).
10.2* 2004 Incentive Stock Plan (incorporated by reference to the
Proxy Statement pursuant to Schedule 14A filed on July 9,
2004).
5.1** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation.
23.1** Consent of Grant Thornton LLP.
23.2** Consent of Joe C. Neal and Associates, Petroleum Consultants
23.3** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.1 to this Registration Statement.)
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* Incorporated by reference to the filing(s) indicated.
** Filed herewith.