As filed with the Securities and Exchange Commission on January 11, 2006
Registration No. __________________
United States Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
HYPERDYNAMICS CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 87-0400335
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
HYPERDYNAMICS CORPORATION
9700 Bissonnet, Suite 1700
Houston, Texas 77036
voice: (713) 353-9400
fax: (713) 353-9421
(Address and telephone number of principal executive offices and
principal place of business)
Stock and Stock Option Plan, As Amended
(Full Title of the Plan)
Kent Watts, CEO and President
HYPERDYNAMICS CORPORATION
9700 Bissonnet, Suite 1700
Houston, Texas 77036
voice: (713) 353-9400 fax: (713) 353-9421
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With a Copy to:
Joel Seidner, Esq.
1240 Blalock, Suite 250
Houston, Texas 77055
voice: (713) 461-2627 ext. 210
fax: (713) 461-2633
Calculation Of Registration Fee
===============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (1) Price Fee
- -------------------------------------------------------------------------------
Common Stock, 4,120,000 shares $2.07 $8,528,400 $913.00
par value $0.001,
to be issued upon
grant of stock
from the
Stock and
Stock Option Plan
<FN>
(1) The Proposed Maximum Offering Price Per Share was computed pursuant to
Rule 457 under the Securities Act of 1933, as amended (the "Securities Act")
solely for the purpose of calculating the registration fee. Computation is based
on the closing price of the common stock on the Amex under the stock symbol
"HDY' on January 9, 2006.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by HYPERDYNAMICS
CORPORATION (the "Registrant"):
1. The Registrant's Annual Report on Form 10-KSB for the year ended June
30, 2005, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
2. All other reports filed pursuant to Section 1(a) or 15(d) of the Exchange
Act since the end of our last fiscal year which are Form 10-Q, as amended, for
the quarter ended September 30, 2005; and Form 8-Ks filed July 29, 2005, August
8, 2005, September 16, 2005, and November 3, 2005.
3. The description of our securities contained in the Registrant's Form SB-2
filed February 5, 2000, and Form 8-K filed June 15, 2001.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
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 filing of such
documents.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Joel Seidner, Esq., Attorney At Law, 1240 Blalock Road, Suite
250, Houston, Texas 77055, tel. (713) 461-2627 ext. 210, has acted as our legal
counsel for this offering. The validity of the shares offered by this prospectus
has been passed upon for us by Mr. Seidner.
Our consolidated balance sheets as of June 30, 2005 and 2004,
and the consolidated statements of operations, stockholders' deficit, and cash
flows, for each of the three years in the period ended June 30, 2005 have been
incorporated by reference to our Form 10-KSB in reliance on the report of Malone
& Bailey, PC, independent certified public accountants, given on the authority
of that firm as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law provides that we will indemnify our
directors and officers if they are a party to any civil or criminal action. This
may discourage claimants from making claims against the directors and officers
even if the claims have merit. The cost of indemnification could be high.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Exhibit Name
4.1 Stock and Stock Option Plan, as amended.
5.1 Opinion of Counsel with respect to the legality of the
securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Malone & Bailey, PC.
Item 9. Undertakings.
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:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
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
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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;
Provided, however, That paragraphs (a)1(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement. Provided however, That:
A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement; and
B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this
section do not apply if the registration statement is on Form S-3
or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of
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 which remain unsold at the termination
of the offering.
4. That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (?230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to
Rule 424(b)(3)shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of
sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
5. That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of
the securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and iv. Any other communication that is an
offer in the offering made by the undersigned registrant to the
purchaser.
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.
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 are 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.
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, 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 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.
a. The undersigned registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
2. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Houston, Texas, State of Texas on January 10, 2006.
HYPERDYNAMICS CORPORATION
January 10, 2006 By: /s/ Kent Watts
Kent Watts
Chairman of the Board,
Director,
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 dates indicated.
/s/ Kent Watts Chairman of the Board, January 10, 2006
Kent Watts Director, President
Chief Executive Officer
/s/ Harold A. Poling Director January 10, 2006
Harold A. Poling
/s/ Harry J. Briers Director, Chief Operating Officer January 10, 2006
Harry J. Briers and Executive Vice-president
/s/ Al Young Director January 10, 2006
Al Young
/s/ Steven M. Plumb Chief Financial Officer January 10, 2006
Steven M. Plumb