As filed with the Securities and Exchange Commission on February 18, 2016
Registration Statement No. 333-176973
Registration Statement No. 333-149711
Registration Statement No. 333-128299
Registration Statement No. 333-112717
Registration Statement No. 333-60563
Registration Statement No. 333-20641
Registration Statement No. 333-17543
Registration Statement No. 333-13443
Registration Statement No. 333-12385
Registration Statement No. 333-11417
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-176973
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-149711
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-128299
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-112717
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-60563
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-20641
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-17543
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-13443
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-12385
Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 333-11417
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FX ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Nevada |
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87-0504461 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
3006 Highland Drive, Suite 206
Salt Lake City, Utah 84106
(Address of Principal Executive Offices)
FX ENERGY, INC., 2011 INCENTIVE PLAN
INDIVIDUAL PLAN GRANTS TO CONSULTANTS
FX ENERGY, INC. 2004 LONG-TERM INCENTIVE PLAN
INDIVIDUAL PLAN GRANTS TO OFFICERS, DIRECTORS AND CONSULTANTS
FX ENERGY, INC. 2003 LONG-TERM INCENTIVE PLAN
FX ENERGY, INC. 2001 STOCK OPTION AND AWARD PLAN
FX ENERGY, INC. 2000 STOCK OPTION AND AWARD PLAN
FX ENERGY, INC. 1999 STOCK OPTION AND AWARD PLAN
FX ENERGY, INC. 1998 STOCK OPTION AND AWARD PLAN
FX ENERGY, INC. 1997 STOCK OPTION AND AWARD PLAN
FX ENERGY, INC. 1996 STOCK OPTION AND AWARD PLAN
FRONTIER OIL EXPLORATION COMPANY 1995 STOCK OPTION AND AWARD PLAN
1997 STOCK OPTION AND AWARD PLAN
1996 STOCK OPTION AND AWARD PLAN
1995 STOCK OPTION AND AWARD PLAN
NONQUALIFED STOCK OPTIONS
NON-QUALIFIED STOCK OPTION
NONQUALIFIED STOCK OPTION
STOCK COMPENSATION AWARDS
(Full title of the plans)
Clay Newton
Vice-President, Finance, Treasurer, Chief Accounting Officer and Secretary
3006 Highland Drive, Suite 206
Salt Lake City, Utah 84106
(801) 486-5555
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Dennis Block
Greenberg Traurig, LLP
Met Life Building
200 Park Avenue
New York, NY 10166
(212) 801-9200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8, including all post-effective amendments thereto (collectively, the “Registration Statements”) of FX Energy, Inc., a Nevada corporation (the “Company”):
· Registration Statement No. 333-176973, filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2011, pertaining to the registration of 4,496,762 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company issuable pursuant to the FX Energy, Inc., 2011 Incentive Plan.
· Registration Statement No. 333-149711, filed with the SEC on March 14, 2008, pertaining to the registration of 7,000 shares of Common Stock issuable pursuant to Individual Plan Grants to Consultants.
· Registration Statement No. 333-128299, filed with the SEC on September 13, 2005 (effectiveness dated as of September 14, 2005), pertaining to the registration of 1,000,000 shares of Common Stock issuable pursuant to the FX Energy, Inc. 2004 Long-Term Incentive Plan.
· Registration Statement No. 333-112717, filed with the SEC on February 11, 2004, pertaining to the registration of 5,570,000 shares of Common Stock, of which 452,000 shares are issuable pursuant to the Frontier Oil Exploration Company 1995 Stock Option and Award Plan, 500,000 shares are issuable pursuant to the FX Energy, Inc. 1996 Stock Option and Award Plan, 498,000 shares are issuable pursuant to the FX Energy, Inc. 1997 Stock Option and Award Plan, 500,000 shares are issuable pursuant to the FX Energy, Inc. 1998 Stock Option and Award Plan, 500,000 shares are issuable pursuant to the FX Energy, Inc. 1999 Stock Option and Award Plan, 600,000 shares are issuable pursuant to the FX Energy, Inc. 2000 Stock Option and Award Plan, 600,000 shares are issuable pursuant to the FX Energy, Inc. 2001 Stock Option and Award Plan, 800,000 shares are issuable pursuant to the FX Energy, Inc. 2003 Long-Term Incentive Plan and 1,120,000 shares are issuable pursuant to Individual Plan Grants to Officers, Directors and Consultants.
· Registration Statement No. 333-60563, filed with the SEC on August 4, 1998, pertaining to the registration of 414,167 shares of Common Stock, of which 37,500 shares are issuable pursuant to the 1995 Stock Option and Award Plan, 159,167 shares are issuable pursuant to the 1996 Stock Option and Award Plan, 172,500 shares are issuable pursuant to the 1997 Stock Option and Award Plan and 45,000 shares are issuable pursuant to Nonqualified Stock Options.
· Registration Statement No. 333-20641, filed with the SEC on January 29, 1997, pertaining to the registration of 50,000 shares of Common Stock issuable under Non-Qualified Stock Option.
· Registration Statement No. 333-17543, filed with the SEC on December 10, 1996, pertaining to the registration of 25,000 shares of Common Stock issuable under Nonqualified Stock Option.
· Registration Statement No. 333-13443, filed with the SEC on October 4, 1996, pertaining to the registration of 200,000 shares of Common Stock issuable under Stock Compensation Awards.
· Registration Statement No. 333-12385, which was filed with the SEC on September 20, 1996 and was subsequently amended by post-effective amendment no. 1 thereto filed with the SEC on September 27, 1996, pertaining to the registration of 120,500 shares of Common Stock issuable under Stock Compensation Awards.
· Registration Statement No. 333-11417, which was filed with the SEC on September 5, 1996 and was subsequently amended by post-effective amendment no. 1 thereto filed with the SEC on September 25, 1996 and post-effective amendment no. 2 thereto filed with the SEC on September 27, 1996, pertaining to the registration of 50,000 shares of Common Stock issuable pursuant to the 1995 Stock Option and Award Plan.
On December 31, 2015, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 13, 2015 CET (October 12, 2015 MST), by and among the Company, ORLEN Upstream sp. z o.o., a Polish private limited company (the “Parent”) and Kiwi Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation in the merger as a wholly-owned subsidiary of the Parent (the “Merger”).
In connection with the consummation of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities registered under such Registration Statements that remain unsold at the termination of the offerings, the Company hereby removes from registration all of the securities registered but unsold under the Registration Statements, if any. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the U.S. 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 Post-Effective Amendment to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warsaw, Poland on this 18th day of February, 2016.
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FX ENERGY, INC. | |
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By: |
/s/ Wiesław Prugar |
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Name: |
Wiesław Prugar |
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President and Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities indicated on this 18th day of February, 2016.
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Signature |
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By: |
/s/ Wiesław Prugar |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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Wiesław Prugar |
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By: |
/s/ Piotr Kearney |
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Executive Vice President and Director |
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Piotr Kearney |
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By: |
/s/ Wiesław Strąk |
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Senior Vice President, Finance and Director (Principal Financial Officer) |
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Wiesław Strąk |
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By: |
/s/ Clay Newton |
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Vice-President, Finance, Treasurer, Chief Accounting Officer, Secretary and Director (Principal Accounting Officer) |
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Clay Newton |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the registrant, has signed this this Post-Effective Amendment to the Registration Statements in Salt Lake City, State of Utah, on this 18th day of February, 2016.
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/s/ Clay Newton | |
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Name: |
Clay Newton |
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Title: |
Vice-President, Finance, Treasurer, Chief Accounting Officer, Secretary and Director |