arena_s82010.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ARENA
RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
73-1596109
|
|
(State or other jurisdiction of incorporation
or organization
|
|
(IRS Employer Identification
No.)
|
6555
S. Lewis Avenue, Tulsa, Oklahoma 74136
(Address of principal executive offices)
Arena
Resources, Inc. Stock Option Plan
and
Arena
Resources, Inc. Restricted Stock Award Plan
(Full title of the plans)
Luke
A. Bomer
Johnson
& Jones
2200
Bank of America Center
15
W. Sixth Street
Tulsa,
Oklahoma 74119
(Name and address of agent for service)
(918)
584-6644
(Telephone number, including area code, of agent for
service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
| Large accelerated
filer [X] |
Accelerated
filer [ ] |
| Non-accelerated
filer [ ] |
Smaller reporting
company [ ] |
CALCULATION
OF REGISTRATION FEE
|
Title
of securities to be
registered
|
Amount
to be
registered (1)
|
Proposed
maximum
offering
price per
share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
|
|
|
|
|
|
| Common
stock, $.001 par value |
425,000
shares (2) |
$20.50
(3) |
$8,712,500 |
$621.20 |
| |
|
|
|
|
| Common
stock, $.001 par value |
4,749
shares (4) |
$43.10
(5) |
$204,682 |
$14.60 |
| |
|
|
|
|
| Total |
429,749 |
------- |
$8,917,182 |
$635.80 |
| |
|
|
|
|
______________________
(1) Includes,
pursuant to Rule 416 under the Securities Act of 1933, as amended, an
indeterminable number of additional shares of common stock which may become
issuable under the Plans as a result of any future anti-dilution adjustment in
accordance with the terms of the Plans or upon a stock split, stock dividend or
similar transaction.
(2) The
425,000 shares of common stock being registered represent shares underlying
options previously granted under the Stock Option Plan that are currently
exercisable. The Stock Option Plan provides for a total of 6,000,000
shares underlying options (and/or restricted stock) that may be granted;
2,530,000 shares underlying options were registered previously; the remaining
3,040,251 shares (with such also including the 4,749 shares of restricted stock
being registered, as discussed in note 4, below) are not being registered at
this time.
(3) Estimated
solely for the purpose of calculating the amount of registration fee, in
accordance with Rule 457(h) of the Securities Act of 1933, as amended, on the
basis of the weighted average exercise price of $20.50.
(4) The
4,749 shares of common stock being registered represent shares of restricted
stock under the Restricted Stock Award Plan.
(5) Estimated
solely for the purpose of calculating the amount of registration fee, in
accordance with Rule 457(h) and Rule 457(c) of the Securities Act of 1933, as
amended, on the basis of closing price of the registrant’s common stock on the
New York Stock Exchange on December 17, 2009 (the date of the
grant).
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the
information specified in Part I will be sent or given to each recipient of a
grant under the Registrant’s Stock Option Plan and/or the Registrant’s
Restricted Stock Award Plan as specified in Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended. In accordance with the
instructions to Part I of Form S-8, such documents will not be filed as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 promulgated under the Securities Act of 1933, as
amended.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
This
Registration Statement incorporates herein by reference the following documents
which have been filed with the Securities and Exchange Commission (“Commission”)
by the Registrant:
(1) The
Registrant’s Annual Report on Form 10-K/A, for the year ended December 31, 2009,
filed April 30, 2010, (Commission File No. 001-31657);
(2) Quarterly
Report on Form 10-Q for the period ended March 31, 2010 filed with the
Commission on May 10, 2010 (Commission File No. 001-31657);
(3) Current
Reports on Form 8-K, filed with the Commission on April 5, 2010, May 28, 2010
and June 2, 2010 (Commission File No. 001-31657).
(4) The
description of common stock which is contained under the caption “Description of
Securities”, in the Registrant’s Registration Statement on Form SB-2 (Commission
File No. 333-113712) originally filed on March 18, 2004, as amended, including
the Rule 424(b)(1) prospectus filed August 10, 2004 (Commission File No.
333-113712) (which description was incorporated by reference in the Registrant’s
Registration Statement on Form 8A filed August 10, 2004 (Commission File No.
001-316570), including any amendments or reports filed for the purpose of
updating such description.
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the initial filing of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which de-registers all securities remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
Item
4. Description of Securities
Not applicable.
Item
5. Interest of Named Experts and Counsel
Not applicable
Item
6. Indemnification of Directors and Officers
The
Registrant’s articles of incorporation and by-laws provide that the Registrant’s
directors and officers shall not be personally liable to the Registrant or its
stockholders for damages for breach of fiduciary duty as a director or officer,
except for liability for (a) acts of omissions which involve intentional or
reckless conduct, fraud or a knowing violation of law, or (b) the payment of
distributions in violation of Section 78.300 of the Nevada Revised Statutes.
Moreover, the provisions would apply to claims against a director for violations
of certain laws, including federal securities laws. The Registrant’s articles of
incorporation and by-laws also contain provisions to indemnify its directors and
officers to the fullest extent permitted by Nevada law. In addition, the
Registrant may enter into indemnification agreements with its directors and
officers. These provisions and agreements may have the practical effect in
certain cases of eliminating the ability of stockholders to collect monetary
damages from directors and officers.
Item
7. Exemption from Registration Claimed
Not applicable.
Item
8. Exhibits
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Number
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Document
Description
|
| |
|
|
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| 4.1 |
|
Arena
Resources, Inc. Stock Option Plan |
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|
4.2
|
|
Arena
Resources, Inc. Restricted Stock Award Plan
|
|
|
5
|
|
Opinion
of Johnson & Jones, P.C.
|
|
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23.1
|
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Consent
of Hansen, Barnett & Maxwell, P.C., certified public
accountants.
|
|
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23.2
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Consent
of Williamson Petroleum Consultants, Inc., independent petroleum
engineers
|
|
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23.3
|
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Consent
of Johnson & Jones, P.C. (contained in Exhibit 5).
|
|
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 percent 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
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 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 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.
(b) 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 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.
(c) 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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
Tulsa, State of Oklahoma, on July 1, 2010.
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Arena
Resources, Inc.
(Registrant)
|
| |
|
|
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By: |
/s/ Phillip W. Terry |
| |
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Phillip W.
Terry, 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.
|
Signature
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|
Title
|
|
Date
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| /s/
Phillip
W. Terry |
|
Chief
Executive Officer |
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July
1, 2010 |
| Phillip
W. Terry |
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(Principal
Executive Officer) |
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| |
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| /s/
William
R. Broaddrick |
|
Chief
Financial Officer |
|
July
1, 2010 |
| William
R. Broaddrick |
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(Principal
Financial Officer and
Principal
Accounting Officer)
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/s/ Lloyd T.
Rochford
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|
Director
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July
1, 2010
|
| Lloyd
T. Rochford |
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| /s/
Stanley
M. McCabe |
|
Director |
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July
1, 2010 |
| Stanley
M. McCabe |
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| |
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| /s/
Clayton
E. Woodrum |
|
Director |
|
July
1, 2010 |
| Clayton
E. Woodrum |
|
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|
| |
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| /s/
Anthony
B. Petrelli |
|
Director |
|
July
1, 2010 |
| Anthony
B. Petrelli |
|
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| |
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| /s/
Carl
H. Fiddner |
|
Director |
|
July
1, 2010 |
| Carl
H. Fiddner |
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Exhibit
Index
|
Exhibit
Number
|
|
Description
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| |
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4.1
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Arena
Resources, Inc. Stock Option Plan, as amended [incorporated by reference
to Exhibit 4 to the Company’s Registration Statement on Form S-8 filed
November 28, 2007, (Commission File No.
333-147665)].
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Arena
Resources, Inc. Restricted Stock Award Plan.
|
|
| |
|
|
|
|
|
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Opinion
of Johnson & Jones, P.C.
|
|
| |
|
|
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|
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Consent
of Hansen, Barnett & Maxwell, P.C., certified public
accountants.
|
|
| |
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Consent
of Williamson Petroleum Consultants, Inc., independent petroleum
engineers
|
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| |
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Consent
of Johnson & Jones, P.C. (contained in Exhibit
5)
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