UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
ROYALE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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California
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33-0224120
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3777 Willow Glen Drive
El Cajon, California 92019
619-383-6600
(Name and address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Individual Compensation to Directors
(Full title of the plan)
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Stephen M. Hosmer
Royale Energy, Inc.
3777 Willow Glen Drive
El Cajon, California 92019
619-383-6600
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Copies to:
Lee Polson
Strasburger & Price, LLP
720 Brazos Street, Suite 700
Austin, Texas 78701
512-499-3600
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Name, address, including zip code, and telephone number, including area code, of agent for service
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if smaller reporting company) Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
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Proposed maximum offering price
per share
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common stock
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78,170
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$0.646
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$50,497.82
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$5.09
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(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the common stock as reported by the NASDAQ Capital Market on October 22, 2015.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the Note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8. Information required by Part I (Items 1 and 2) will, to the extent applicable, be included in documents sent or given to participants pursuant to Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference
The following documents filed by the registrant (SEC file number 0-22750) with the Commission are hereby incorporated by reference:
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Our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 31, 2015;
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Our Current Reports on Form 8-K filed with the SEC on March 24, 2015, April 13, 2015, May 21, 2015, June 4, 2015, June 10, 2015, August 4, 2015, August 7, 2015, September 4, 2015, September 10, 2015, September 21, 2015, September 24, 2015, and October 9, 2015;
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Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 22, 2015;
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Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 6, 2015
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Our Quarterly Report on Form 10-Q for the period ended June 30, 2015, filed with the SEC on August 4, 2015; and
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The description of our common stock contained in our Registration Statement on Form S-4 filed with the SEC on November 25, 2008.
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Item 4 Description of Securities
Not applicable.
Item 5 Interests of Named Experts and Counsel
Not applicable.
Item 6 Indemnification of Directors and Officers
Under Article IV of our Articles of Incorporation, we have eliminated the potential liability of Directors to us, and we are also required to indemnify our Directors against any liability for monetary damages, to the extent allowed by California law. The California Corporations Code allows corporations, including Royale Energy, to eliminate or limit the liability of directors for monetary damages except to the extent that the acts of the director are in bad faith, constitute intentional or reckless misconduct, result in an improper personal benefit, or amount to an abdication of the directors' duties. The Corporations Code provisions do not affect the availability of equitable remedies against directors nor change the standard of duty to which directors are held.
Our Articles of Incorporation also provide that if California law is amended to provide additional indemnity or relief from liability to directors, such relief or indemnity shall automatically be applied for the benefit of our Directors.
The Securities and Exchange Commission has stated that, in its opinion, indemnification of officers and directors for violations of federal securities laws is unenforceable and void as a matter of public policy.
Item 7 Exemption from Registration Claimed
Not applicable.
Item 8 Exhibits
| Exhibit |
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Description |
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| 5.1 |
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Opinion of Strasburger & Price, L.L.P., as to the validity of the securities being offered |
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| 23.1 |
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Consent of SingerLewak LLP |
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| 23.2 |
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Consent of Padgett, Stratemann & Co., LLP |
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| 23.3 |
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Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1) |
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| 23.4 |
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Consent of Netherland, Sewell & Associates, Inc. |
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| 23.5 |
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Consent of Source Energy, LLC |
Item 9 Undertakings
The undersigned registrant undertakes:
(a) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
(1) include any prospectus required by section 10(a)(3) of the Securities Act.
(2) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, 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 prospects filed with the Commission as required by to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(3) To include any additional or changed material information on the plan of distribution.
(b) That, for determining liability under the Securities Act of 1933, the Registrant will treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(c) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering.
The undersigned Registrant undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report as required by Section 13(a) or 15(d) of the Securities Exchange Act of 1934 shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Because indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers, and controlling persons of the Registrant according to the provisions set forth or described in Item 6 of this Registration Statement, 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 Securities Act of 1933 and is, therefore, unenforceable. If 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 Securities Act of 1933 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 El Cajon, State of California, on October 26, 2015.
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ROYALE ENERGY, INC.
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/s/Jonathan Gregory
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Jonathan Gregory, Chief Executive Officer
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/s/ Stephen M.Hosmer
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Stephen M. Hosmer, Chief Financial Officer
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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.
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Date: October 26, 2015
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/s/ Harry E. Hosmer
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Harry E. Hosmer, Chairman of the Board and Director
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/s/ Jonathan Gregory
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Jonathan Gregory, Chief Executive Officer and Director (Principal Executive Officer)
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Date: October 26, 2015
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/s/ Donald H. Hosmer
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Donald H. Hosmer, Co-President and Director
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Date: October 26, 2015
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/s/ Stephen M. Hosmer
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Stephen M. Hosmer, Co-President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
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Date: October 26, 2015
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/s/ Gary Grinsfelder
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Gary Grinsfelder, Director
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Date: October 26, 2015
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/s/ Ronald Buck
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Ronald Buck, Director
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Date: October 26, 2015
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/s/ Ronald Verdier
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Ronald Verdier, Director
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EXHIBIT 5.1
Strasburger & Price, LLP
2301 Broadway
San Antonio, Texas 78215-1157
210.250.6000
www.strasburger.com
October 26, 2015
Royale Energy, Inc.
3777 Willow Glen Drive
El Cajon, California 92019
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Royale Energy, Inc., a California Corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 78,170 shares of the Company's common stock, no par value, (the "Shares") to be issued as compensation to certain directors of the Company for services rendered, as described in the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement"). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have conducted such inquiries as we have deemed necessary for the purpose of rendering this opinion. We have examined copies of the Registration Statement and the Exhibits thereto. We have conferred with officers of the Company and have examined the originals or certified, conformed or photostatic copies of such records of the Company, certificates of officers of the Company, certificates of public officials, and such other documents as we have deemed relevant and necessary under the circumstances as the basis of the opinion expressed herein. In all such examinations, we have assumed the authenticity of all documents submitted as originals or duplicate originals, the conformity to original documents of all document copies, the authenticity of the respective originals of such latter documents, and the correctness and completeness of such certificates.
We are opining herein only as to the Corporations Code of the State of California, and we express no opinion with respect to any other laws.
Based upon the foregoing and subject to the qualifications and assumptions set forth herein, it is our opinion that, when and if (a) the Registration Statement shall be declared effective by the Securities and Exchange Commission, as
the same may hereafter be amended; (b) the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, are taken; and (c) the Shares shall have been issued as contemplated in the Registration Statement, then all of the Shares, upon execution and delivery of proper certificates therefor, will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion in the Exhibits to the Registration Statement. Subject to the foregoing, this opinion is limited to the matters expressly set forth in this letter, as limited herein as of the date of this letter.
Very truly yours,
STRASBURGER & PRICE, LLP
By: /s/ Jeremy Kell
Jeremy Kell
Licensed to Practice in California
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement on Form S-8 of Royale Energy, Inc. of our report dated March 30, 2015, relating to our audit of the financial statements, which appear in the Annual Report on Form 10-K of Royale Energy, Inc., for the year ended December 31, 2014.
We also consent to the reference to our Firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Singer Lewak LLP
Singer Lewak LLP
Los Angeles, California
October 26, 2015
Exhibit 23.2
Consent of Independent
Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statement filed October 26, 2015 on Form S-8 of Royale Energy, Inc. (the “Company”), of our report dated March 15, 2014, relating to our audit of the financial statements which appear in the Annual Report on Form 10-K of the Company as of December 31, 2013, and for the years then ended.
We also consent to the reference to our firm under the caption "Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Padgett, Stratemann & Co., L.L.P.
San Antonio, Texas
October 26, 2015
Exhibit 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers, we hereby consent to the inclusion of information included or incorporated by reference in this Registration Statement on Form S-8 of Royale Energy, Inc. (the "Company") with respect to the information from our firm's reserves report dated February 5, 2015, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering. We further consent to the reference to this firm under the heading "Experts" in such Registration Statement.
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NETHERLAND, SEWELL & ASSOCIATES, INC. |
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By: /s/ Danny D. Simmons |
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Danny D. Simmons, P.E. |
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President and Chief Operating Officer |
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Houston, Texas |
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October 26, 2015 |
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Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.
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EXHIBIT 23.5
Source Energy Corp.
3555 Santoro Way, Suite A
San Diego, CA 92130
Phone (858) 259-2271
Fax (858) 259-2273
October 26, 2015
Mr. Stephen Hosmer
Royale Energy, Inc.
3777 Willow Glen Drive
El Cajon, CA 92019
Consent of Independent Petroleum Engineers
Dear Mr. Hosmer,
As independent petroleum engineers, we hereby consent to the inclusion of information included or incorporated by reference in this Registration Statement on Form S-8 of Royale Energy, Inc. (the “Company”) with respect to the information from our firm's reserves report dated February 24, 2015, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, in reliance upon the report of this firm and upon the authority of this firm as experts in petroleum engineering.
We further consent to the reference to this firm under the captions “Experts” in such Registration Statement.
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Source Energy Corp
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/s/ James Frimodig
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James Frimodig
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President |
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