Here's the filing from yesterday.
Form S-8 POS for AMERICAN INTERNATIONAL PETROLEUM CORP /NV/ filed on Feb
4 1998
As filed with the Securities and Exchange Commission on February 4, 1998
Registration No. 333-34431
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1
to
FORM S-8
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, Suite 3203, New York, NY 10022
(Address of principal executive offices) (zip code)
1995 STOCK OPTION PLAN
(Full Title of the Plan)
Dr. George N. Faris, Chief Executive Officer
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
444 Madison Avenue, Suite 3203
New York, New York 10022
(212) 688-3333
(Name, Address and telephone number including area code, of agent for service)
A copy of all communications, including communications sent to the
agent for service, should be sent to:
Charles Snow, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, N.Y. 10158-0125
(212) 687-3860
Approximate date of commencement of proposed sale to the public: Upon
filing of this post effective amendment to this registration statement
PROSPECTUS
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
3,500,000 Options
4,415,000 Shares
Common Stock, Par Value $.08
This Prospectus has been prepared by American International Petroleum
Corporation, a Nevada Corporation (the "Company), for use upon resale of shares
of the Company's common stock, par value $.08 per share (the "Common Stock"), by
certain "affiliates" (as defined in Rule 405 under the Securities Act of 1933,
as amended, the "Securities Act") of the Company and certain other shareholders
(collectively, the "Selling Shareholders") who have acquired or may acquire
Common Stock upon exercise of an aggregate of 3,500,000 options ("Options")
granted or to be granted under the American International Petroleum Corporation
1995 Stock Option Plan (the "Plan") and 1,015,000 shares issued as compensation
in connection with services rendered to the Company. The maximum number of
shares which may be offered or sold hereunder is subject to adjustment in the
event of stock splits or dividends, recapitalization and other similar changes
affecting the Common Stock. The Common Stock is listed on the Nasdaq National
Market, and it is anticipated that the Selling Shareholders will offer shares of
Common Stock for resale at prevailing prices on the Nasdaq National Market (or
other over the counter market, if the Common Stock is then trading thereon) on
the date of sale. See "Plan of Distribution." The Company will receive none of
the proceeds from the sale of the Common Stock offered hereby, but it will
receive the exercise price upon exercise of Options. All selling and other
expenses incurred by individual Selling Shareholders will be borne by such
Selling Shareholders.
USE OF PROCEEDS
The Company will receive only the proceeds from the exercise of the Options.
Such proceeds, which could amount to approximately $2,608,125 if all of the
Options were exercised, will be added to working capital to used for general
corporate purposes.
SELLING SHAREHOLDERS
The shares of Common Stock to which this Prospectus relates are being registered
for reoffers and resales by Selling Shareholders of the Company who have
acquired or may acquire such shares pursuant to the exercise of Options or
pursuant to agreements with the Company outside of the Plan in connection with
services rendered to the Company. The Selling Shareholders named below may
resell all, a portion or none of such shares from time to time.
Participants under the Plans who are deemed to be "affiliates" of the Company
who acquire Common Stock under the Plan or other employee benefit plan may be
added to the Selling Shareholders listed below from time to time by use of a
prospectus supplement filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Securities Act"). An "affiliate" is defined in Rule 405
under the Securities Act as a "person that directly, or indirectly, through one
or more intermediaries, controls or is controlled by, or is under common control
with", the Company. Non-affiliates who hold restricted securities (as defined in
Rule 144(a)(3) under the Securities Act) purchased under the Plan or other
employee benefit plan and who are not named below may use this Prospectus for
offer or sale of their Common Stock if they hold 1,000 shares or less. The table
below sets forth with respect to each Selling Shareholder, based upon
information available to the Company as of January 27, 1998, the number of
shares of Common Stock beneficially owned before and after the sale of the
shares offered hereby; the number of shares to be sold; and the percent of the
outstanding shares of Common Stock owned before and after the sale of the Common
Stock offered hereby. Each Selling Shareholder's relationship to the Company is
set forth in a footnote to the table.
Amount and Shares Percent of Class (1) (2)
Nature of Shares Beneficially ------------------------
Beneficial to be owned After Before After
Name Ownership Sold (1) Offering Offering Offering
---- --------- -------- -------- -------- --------
George N. Faris
(3) 3,995,238(4) 2,877,500 1,117,738 8.2% 2.3%
Daniel Y. Kim (3) 213,500(5) 205,500 8,000 * *
Donald G. Rynne(3) 317,944(6) 210,000 107,944 * *
William R.
Smart(3) 286,986(7) 267,000 19,986 * *
Denis J.
Fitzpatrick (9) 245,000(8) 245,000 -0- * *
William Tracy (9) 126,000(10) 126,000 -0- * *
15
Lorrie Olivier (9) 246,500(11) 246,500 -0- * *
John Munk (9) 130,000(12) 130,000 -0- * *
Joseph Chamberlain
(9) 125,000(13) 125,000 -0- * *
-------- ------- ------
TOTAL 5,687,168 4,432,000 1,253,668
* Less than 1%.
(1) Does not constitute a commitment to sell any or all of the stated
number of shares of Common Stock. The number of Shares offered hereby
shall be determined from time to time by each Selling Shareholder at
his/her sole discretion.
(2) Based on 48,576,137 shares outstanding as of January 27, 1998.
(3) This person's address is c/o the Company, 444 Madison Avenue, Suite
3203, New York, New York 10022
(4) Includes 29,800 shares of Common Stock owned by Mrs. Claudette Faris,
Dr. Faris' wife, and 1,777,169 shares of Common Stock issuable upon
exercise of options and warrants held by Dr. Faris. Also includes 7,600
shares of Common stock issuable upon exercise of warrants held by Mrs.
Faris and 375,000 shares of Common Stock underlying options which are
not currently exercisable.
(5) Includes 205,500 shares of Common Stock issuable upon exercise of a
like number of options owned by Dr. Kim.
(6) Includes 299,260 shares of Common Stock issuable upon exercise of a
like number of warrants owned by Mr. Rynne.
(7) Includes 267,000 shares of Common Stock issuable upon exercise of a
like number of options and warrants owned by Mr. Smart.
(8) Includes 202,500 shares of Common Stock issuable upon exercise of
options owned by Mr. Fitzpatrick. Also includes 42,500 shares of Common
Stock underlying options which are not currently exercisable.
(9) This person's address is c/o the Company, 55 Waugh Drive, Suite 606,
Houston, Texas 77007.
(10) Includes 100,500 shares of Common Stock issuable upon exercise of
options owned by Mr. Tracy. Also includes 25,500 shares of Common Stock
underlying options which are not currently exercisable and which are
subject to certain conditions.
(11) Includes 146,500 shares of Common Stock issuable upon exercise of
options owned by Mr. Olivier. Also includes 75,000 shares of Common
Stock underlying options which are not currently exercisable and which
are subject to certain conditions.
(12) Includes 68,750 shares of Common Stock issuable upon exercise of
options owned by Mr. Munk. Also includes 56,250 shares of Common Stock
underlying options which are not currently exercisable and which are
subject to certain conditions. |
