Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TRANS ENERGY, INC.
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(Exact name of issuer as specified in its charter)
Nevada 93-0997412
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
210 Second Street, St. Marys, West Virginia 26170
(Address of Principal Executive Offices) (Zip Code)
A. Thomas Crompton Consulting Agreement - November 7, 2002
(Full title of the plan)
William F. Woodburn
210 Second Street
St. Marys, West Virginia 26170
(Name and address of agent for service)
(304) 684-7053
(Telphone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount to Maximum Maximum Amount of
Title of Securities be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
Common Stock, par value $.001(1) 3,500,000 $.003 per Share $ 10,500 $ 1.00
Shares
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TOTAL FEE $ 1.00
(1) Based upon 3,500,000 shares of common stock granted under the plan
covered by this Registration Statement. The fee with respect to these
share has been calculated pursuant to Rule 457(c) under the Securities
Act of 1933, as amended, and based upon the last sale reported for the
Issuer's common stock on a date within five (5) days prior to the date
of filing this Registration Statement, as reported by The OTC Bulletin
Board.
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Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement by Trans Energy, Inc. (the "Company") and made a part
hereof. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents.
(a) The Company's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2001, which contains audited
financial statements for the Company's fiscal year ended
December 31, 2001.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Company's documents referred to in (a) above.
(c) The description of the Company's common stock is contained in
Amendment No. 5 to its Form 10-SB filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed
for the purpose of up-dating such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable pursuant to the amount limitations set forth in
instruction 1 to Item 509 of Regulation S-B.
Item 6. Indemnification of Directors and Officers.
As permitted by the provisions of the Nevada Revised Statutes (the
"NRS"), the Company has the power to indemnify any person made a party to an
action, suit or proceeding by reason of the fact that they are or were a
director, officer, employee or agent of the Company, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any such action, suit or proceeding if they acted in
good faith and in a manner which they reasonably believed to be in, or not
opposed to, the best interest of the Company and, in any criminal action or
proceeding, they had no reasonable cause to believe their conduct was unlawful.
Termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which they reasonably believed to be in or not opposed to the best
interests of the Company, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.
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The Company must indemnify a director, officer, employee or agent of
the Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company, against expenses actually and
reasonably incurred by them in connection with the defense.
The Company's Articles of Incorporation eliminate personal liability of
directors, officers and stockholders of the Company for damages for breach of
fiduciary duty, but do not eliminate the liability of a director or officer for
(a) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (b) the payment of distributions to stockholders in
violation of the applicable statutes of the NRS.
The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Company.
The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director, officer, employee or agent, of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against them and liability and expenses incurred by them
in their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
5.1 Opinion of Leonard E. Neilson, P.C.
23.1 Consent of H J & Associates, L.L.C., Independent Certified Public
Accountants.
23.2 Consent of Leonard E. Neilson, P.C. (included in Exhibit 5.1).
99(i) A. Thomas Crompton Consulting Agreement - November 7, 2002.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement:
(i) To include any additional or changed material
information on the plan of distribution;
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(2) For determining liability under the Securities Act, to 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.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
SIGNATURES
The Registrant. 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 St. Marys, State of West Virginia, on this 13th
day of February 2002.
TRANS ENERGY, INC.
(REGISTRANT)
By: /S/ ROBERT I. RICHARDS
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Robert I. Richards, President and
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 Title Date
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/S/ ROBERT I. RICHARDS President, Chief Executive February 13, 2003
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Robert I. Richards Officer and Director
(Chief Financial Officer)
/S/ LOREN E. BAGLEY Vice President and Director February 13, 2003
------------------------------------------- (Chief Financial Officer)
Loren E. Bagley
/S/ WILLIAM F. WOODBURN Secretary / Treasurer, and February 13, 2003
------------------------------------------- Director
William F. Woodburn (Principal Accounting Officer)
/S/ JOHN B. SIMS Director February 13, 2003
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John B. Sims
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