SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FRONTIER ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 87-0443026
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(State or other jurisdiction of (IRS Employer
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incorporation or organization) Identification No.)
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2413 Morocco Avenue
North Las Vegas, Nevada 89031
(Address of Principal Executive Offices, including ZIP Code)
2005 Stock Option Plan
(Full title of the plan)
Christopher P. Flannery, Esq.
Astor Weiss Kaplan & Mandel, LLP
The Bellvue
200 South Broad Street
Philadelphia, PA 19102
(Name and address of agent for service)
(215) 790-0100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of plan to be Amount to be Proposed maximum
registered (1) Registered (2) offering price
per share (3)
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2005 Stock Option 5,000,000 $0.04
Plan
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Totals 5,000,000
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Proposed maximum Amount of
aggregate offering registration fee
price (3)
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$ 200,000 $ 6.14
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Totals $ 200,000 $ 6.14
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(1) This amendment no.2 to the registrant's registration statement dated July
21, 2005 covers the additional common stock issuable upon the exercise of
options issued under the amended 2005 Stock Option Plan of the registrant.
(2) This registration statement shall also cover an indeterminable number of
additional shares of common stock which may become issued under the amended 2005
Stock Option Plan by reason of any stock
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dividend, stock split,
re-capitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the registrant's
outstanding shares of common stock.
(3) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the last sale of the
common stock reported on the pink sheets as of May 29, 2007, a date within five
business days prior to the filing of this registration statement.
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PROSPECTUS
FRONTIER ENERGY CORPORATION
5,000,000 Shares Of Common Stock
This prospectus relates to the offer and sale of up to 5,000,000 additional
shares of Frontier Energy Corporation., a Nevada corporation (the "Company"),
issuable upon the exercise of options issued to employees, advisors and
consultants (collectively the "Optionees") pursuant to the 2005 Stock Option
Plan, as amended (the "Stock Option Plan") that has been approved by the board
of directors of the Company. The Company has already sold 4,940,000 shares of
common stock pursuant to the Stock Option Plan before its amendment.
The common stock is not subject to any restriction on transferability, except
with respect to resale restrictions applicable to shares of our common stock
that are delivered to Optionees that are deemed to be our affiliates. Recipients
of shares other than persons who are "affiliates" of Company within the meaning
of the Securities Act of 1933 (the "Securities Act") may sell all or part of the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of the Company or any
one of its subsidiaries. An "affiliate" of Company is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If an
Optionee who is not now an "affiliate" becomes an "affiliate" in the future,
he/she would then be subject to Section 16(b) of the Exchange Act. The common
stock is traded on the OTC Bulletin Board under the symbol "FRGY."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is May 30, 2007
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This prospectus is part of a registration statement which was filed and became
effective under the Securities Act, and does not contain all of the information
set forth in the registration statement, certain portions of which have been
omitted pursuant to the rules and regulations promulgated by the U.S. Securities
and Exchange Commission (the "Commission") under the Securities Act. The
statements in this prospectus as to the contents of any contracts or other
documents filed as an exhibit to either the registration statement or other
filings by the Company with the Commission are qualified in their entirety by
the reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Robert Genesi,
Chairman of the Board, 2413 Morocco Avenue, North Las Vegas, Nevada 89031. The
Company's telephone number is (702) 648-5849.
The Company is subject to the reporting requirements of the Exchange Act and
files reports and other information with the Commission. These reports, as well
as proxy statements, information statements and other information filed by the
Company under the Exchange
Act, may be inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has not been a change in
the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 6
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Item 1. Stock Option Plan information 6
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Item 2. Registrant Information and Employee Plan Annual Information 6
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 7
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Item 3. Incorporation of Documents by Reference 7
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Item 4. Description of Securities 7
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Item 5. Interests of Named Experts and Counsel 7
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Item 6. Indemnification of Officers, Directors, Employees and
Agents; Insurance 7
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Item 7. Exemption from Registration Claimed 9
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Item 8. Exhibits 9
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Item 9. Undertakings 9
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SIGNATURES 11
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. STOCK OPTION PLAN INFORMATION.
THE COMPANY
The Company has its principal executive offices at 2413 Morocco Avenue, North
Las Vegas, Nevada 89031. The Company's telephone number is (702) 648-5849.
PURPOSE
The Company will issue common stock to Optionees upon the exercise of options
held by those Optionees, which options were granted pursuant to the Stock Option
Plan, which has been approved by the Board of Directors and stockholders of the
Company. The Stock Option Plan is intended to provide a method whereby the
Company may be stimulated by the personal involvement of the Consultants in our
future prosperity, thereby advancing the interests of the Company, and all of
our shareholders. A copy of the amended Stock Option Plan has been filed as an
exhibit to this registration statement.
COMMON STOCK
The Company's Board of Directors has authorized the issuance of up to 10,000,000
shares of the common stock to the persons holding options covered by the amended
Stock Option Plan upon effectiveness of this registration statement, of which
4,940,000 have already been issued.
OPTIONEES
The Company relies on employees and a variety of outside or independent
consultants for a variety of services from time to time. In exchange for
consulting services that benefit us, we intend to compensate them for their
services under the terms of the Stock Option Plan by delivering options for the
purchase of our common stock to them in lieu of cash compensation.
NO RESTRICTIONS ON TRANSFER
The Optionees will become the record and beneficial owners of the shares of
common stock upon the exercise of options and will be entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the common stock.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Commission by the Company are
incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2006, as well as the Company's quarterly report filed on Form
10-QSB for the period ended March 31, 2007;
(b) The reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the fiscal year ended December 31, 2006;
(c) All other documents filed by the Company after the date of this amended
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.
Section 78.7502 of the Nevada Revised Statutes provides:
Discretionary and mandatory indemnification of officers, directors, employees
and agents: General provisions.
1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture
trust or other enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
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issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
The foregoing indemnification provisions are broad enough to encompass certain
liabilities of directors and officers of Company under the Securities Act of
1933.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS
OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation SB and are specifically incorporated
herein by this reference:
Exhibit No. Title
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4.1 Amended 2005 Stock Option Plan
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5.1 Legal opinion of Astor Weiss Kaplan & Mandel, LLP.
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23.1 Consent of Astor Weiss Kaplan & Mandel, LLP (Exhibit 5.1)
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23.2 Consent of Independent Certified Public Accountant
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ITEM 9. UNDERTAKINGS.
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:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii) 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, represents a
fundamental change in the information set forth in the registration statement;
(iii) include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed 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.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, 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 offered 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) 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.
(5) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has 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. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 Las Vegas, Nevada on this 30th day of May, 2007.
FRONTIER ENERGY CORPORATION
(Registrant)
/s/ Robert Genesi
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Robert Genesi
President and Chairman
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.
SIGNATURES TITLE DATE
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Robert Genesi Principal Executive Officer May 30, 2007
Robert Genesi Principal Financial Officer May 30, 2007
Principal Accounting Officer
Director
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