Form S-3 for AMERICAN INTERNATIONAL PETROLEUM CORP /NV/ filed on Mar 8 1999 2:07PM
As filed with the Securities and Exchange Commission on March 8, 1999
Registration Nos. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 13-3130236
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
444 Madison Avenue
New York, New York 10022
(212) 688-3333
(Address and telephone number of
registrant's principal executive offices)
DR. GEORGE N. FARIS
Chief Executive Officer
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
444 Madison Avenue, Suite 3203
New York, New York 10022
Telephone: (212) 688-3333
Telecopier: (212) 688-6657
(Name, address and
telephone number of agent for service)
Copies to:
CHARLES SNOW, ESQ.
SNOW BECKER KRAUSS P.C.
605 Third Avenue
New York, New York 10158-0125
Telephone: (212) 687-3860
Fax: (212) 949-7052
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Maximum
Class Aggregate Proposed Amount of
of Securities Amount to be Offering Price Maximum Registration
to be Registered Registered Per Security(1) Offering Price (1)Fee
---------------- ---------- --------------- -------------- ------------
Common Stock, 6,750,978 (2) $1.00 (3) $6,750,978 $1,876.77(1)
$.08 par value
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.
(2) Represents shares to be sold by the selling securityholders named herein,
including
o up to 4,505,000 shares that have been or may be acquired upon conversion
of the Registrant's 14% convertible notes due April 21, 2000, or in
payment of accrued interest on the convertible notes
o 1,795,978 shares that may be acquired upon exercise of outstanding
warrants
o 125,000 shares acquired for consulting services
o 325,000 shares that may be acquired upon exercise of outstanding options
Also includes an indeterminate number of shares that the selling
securityholders may acquire as a result of a stock split, stock dividend
or similar transaction involving the common stock pursuant to the
antidilution provisions of the convertible notes and options.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(g)(3) based upon the closing price of the common
stock on the Nasdaq National Market on March 5, 1999.
-----------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
EXPLANATORY NOTE
The prospectus included in this Registration Statement relates to the
resale by the selling securityholders of:
1. An aggregate of 6,750,978 shares of common stock subject to this
Registration Statement.
2. An aggregate of 10,527,752 shares of common stock subject to the
Registrant's Registration Statement on Form S-3 (Registration No. 333-52859),
declared effective on May 27, 1998, including
o 7,509,202 shares that the selling securityholders
have acquired or may acquire upon conversion of the
Registrant's 14% convertible notes due April 21, 2000
or in payment of accrued interest thereon, of which
approximately 5,000 shares remain available
o 3,018,550 shares that the selling securityholders may
acquire upon exercise of warrants, all of which
remain available.
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PRELIMINARY PROSPECTUS DATED MARCH 8, 1999, SUBJECT TO COMPLETION.
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
Common Stock
The selling securityholders named in this prospectus are offering and selling
shares of common stock of American International Petroleum Corporation,
including
o up to 3,312,547 shares that they have acquired or may acquire upon
conversion of our 14% convertible notes due April 21, 2000, and in
payment of accrued interest on the convertible notes, at an assumed
conversion price of $.9297 per share
o 5,812,028 shares that they may acquire upon exercise of warrants,
including 3,700,000 shares offered by our prospectus dated May 27, 1998,
which is superseded by this prospectus
o 325,000 shares that they may acquire upon exercise of options
o 125,000 shares acquired for consulting services
The common stock is quoted on the Nasdaq National Market under the symbol
"AIPN".
The common stock is a speculative investment and involves a high degree of risk.
You should read the description of certain risks under the caption "Risk
Factors" commencing on page 3 before purchasing the common stock.
Our executive offices are at 444 Madison Avenue, New York, New York 10022, and
our telephone number is 212-688-3333.
These securities have not been approved or disapproved by the SEC or any state
securities commission nor has the SEC or any state securities 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 __________, 1999
Information Contained Herein Is Subject to Completion or Amendment. A
Registration Statement Relating to These Securities Has Been Filed With The
Securities And Exchange Commission. These Securities May Not Be Sold Nor May
Offers to Buy Be Sold Nor May Offers to Buy Be Accepted Prior to The Time The
Registration Statement Becomes Effective. This Prospectus Shall Not Constitute
an Offer to Sell or the Solicitation of an offer to Buy Nor Shall There Be Any
Sale of These Securities in Any State in Which Such Offer, Solicitation or Sale
Would Be Unlawful Prior to Registration or Qualification under the Securities
Laws of Any State.
Table of Contents
Page
----
Risk Factors ........................................................... 3
Forward Looking Statements ............................................. 9
Selling Securityholders ................................................ 10
Plan of Distribution ................................................... 11
Information About the Company .......................................... 12
Legal Matters .......................................................... 13
Experts ................................................................ 13
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This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
-2-
Need For Additional Financing. During 1999, we may require additional financing
to supplement anticipated cash flows from our refinery operations in Lake
Charles, Louisiana in order to meet operating and certain other funding
obligations. In the event we are unable to obtain the necessary financing to
meet these obligations, our ability to continue operations at current levels
will be materially and adversely effected. In addition, our oil and gas license
in Kazakhstan could be revoked. We may need to raise additional funds through
public or private financings, including equity financings, that may be dilutive
to stockholders. We cannot give you any assurance that we will be able to raise
additional funds if our capital resources are exhausted, or that funds will be
available on terms acceptable to us or at all.
Lack of Proven Reserves of Gas or Oil. Although we have identified structures
within our Kazakstan license area, we have only just begun to drill these
prospects and accordingly, we do not have any proven reserves of oil and gas. In
order to establish such reserves, we will have to incur all of the risks
associated with such exploration described below.
Risk of Capital Losses Due to Speculative Nature of Oil and Gas Industry. Oil
and gas exploration is extremely speculative, involving a high degree of risk.
Even if reserves are found as a result of drilling, profitable production from
reserves cannot be assured. We may not recover any oil or gas from drilling and
if we do recover oil or gas, market conditions may be unfavorable and we may not
be able to recover the costs of the drilling or receive any profits. In
addition, our current financial condition and available cash resources may
prevent our ability to drill offset wells.
Exposure to Losses From Drilling And Other Hazards. Unusual or unexpected
formation pressures, down-hole fires or other hazardous conditions may be
encountered in drilling oil and gas wells and in the refining of oil. If we
encounter such hazards, completion of wells may be substantially delayed and the
costs significantly increased. Even though a well is completed and is found to
be productive, water or other deleterious substances may be encountered, which
may impair or prevent production of oil or gas, and which may adversely affect
our operations. In addition, floods and adverse weather conditions can hinder or
delay feedstock and product movements at our refinery in Lake Charles, Louisiana
and drilling and production operations. Labor disputes, work stoppages,
shortages of equipment and materials or the unavailability of oil barges and
drilling rigs can also disrupt drilling and production operations. |
