<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HOUSTON EXPLORATION COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2674487
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1100 LOUISIANA, SUITE 2000
HOUSTON, TEXAS
(ADDRESS OF PRINCIPAL EXECUTIVE 77002-5219
OFFICES) (ZIP CODE)
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JAMES F. WESTMORELAND
1100 LOUISIANA, SUITE 2000
HOUSTON, TEXAS 77002-5219
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 830-6800
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------------
COPY TO:
JEFFREY L. WADE
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
(713) 220-4200
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
AMOUNT OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED PER SHARE (1) PRICE (1) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 2,333,276 shares $22.90 $53,432,020 $16,192
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based upon the average of the high and
low prices per share of the Registrant's Common Stock reported on the New
York Stock Exchange on September 29, 1997.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Houston Exploration Company (the "Company") hereby incorporates by
reference the following documents as of their respective dates as filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997.
(c) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997.
(d) The description of the Common Stock (the "Common
Stock") contained in the Company's Registration Statement on Form 8-A
(No. 001-11899) which was filed with the Commission on July 3, 1996
pursuant to Section 12 of the Exchange Act, as amended by Amendment
No. 1 thereto filed on September 19, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all the 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 a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, 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, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
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Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expense which the Court of
Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; that indemnification provided for
by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Section 3.07 of the Company's Restated Certificate of Incorporation,
as amended, states that:
(a) No person who is or was a director of the Corporation
shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal
benefit.
(b) If the DGCL is hereafter amended to authorize
corporate action further limiting or eliminating the personal
liability of directors, then the personal liability of the directors
to the Corporation or its stockholders shall be limited or eliminated
to the full extent permitted by the DGCL, as so amended from time to
time. Any repeal or modification of this Section 3.07 shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation or its
stockholders arising from an act or omission occurring prior to the
time of such repeal or modification.
In addition, Article VI of the Company's Restated Certificate of
Incorporation, as amended, and Article VIII of the Company's Restated Bylaws
further provide that the Company shall indemnify its officers and directors to
the fullest extent permitted by law.
The Company has entered into indemnification agreements with each of
its directors and executive officers.
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<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 + Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1997
(File No. 001-11899)).
4.2 + Restated Bylaws (incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (File No. 001-11899)).
4.3 + Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1
(No. 333-4437)).
5.1 * Opinion of Andrews & Kurth L.L.P.
23.1 * Consent of Arthur Andersen LLP.
23.2 * Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24.1 * Power of Attorney (included in signature page).
99.1 + The Houston Exploration Company 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (No. 333-4437)).
- ---------------------------
+ Incorporated herein by reference.
* Filed herewith.
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 this
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 this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
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<PAGE> 5
(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 Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on the 30th day of
September, 1997.
THE HOUSTON EXPLORATION CORPORATION
By: /s/ JAMES G. FLOYD
--------------------------------------
James G. Floyd,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of The Houston Exploration Company (the "Company"), hereby
constitutes and appoints James G. Floyd and James F. Westmoreland, or either of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this Registration Statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same, as fully to all intents and purposes
as he himself might or could do, if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES G. FLOYD President, Chief Executive Officer and September 30, 1997
------------------------------------- Director (principal executive officer)
James G. Floyd
/s/ JAMES F. WESTMORELAND Vice President, Chief Accounting Officer, September 30, 1997
------------------------------------- Comptroller and Secretary (principal
James F. Westmoreland financial and accounting officer)
/s/ ROBERT B. CATELL Chairman of the Board of Directors September 30, 1997
-------------------------------------
Robert B. Catell
/s/ GORDON F. AHALT Director September 30, 1997
-------------------------------------
Gordon F. Ahalt
/s/ RUSSELL D. GORDY Director September 30, 1997
-------------------------------------
Russell D. Gordy
/s/ CRAIG G. MATTHEWS Director September 30, 1997
-------------------------------------
Craig G. Matthews
/s/ JAMES Q. RIORDAN Director September 30, 1997
-------------------------------------
James Q. Riordan
/s/ LESTER H. SMITH Director September 30, 1997
-------------------------------------
Lester H. Smith
/s/ DONALD C. VAUGHN Director September 30, 1997
-------------------------------------
Donald C. Vaughn
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C> <C>
4.1 + Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997
(File No. 001-11899)).
4.2 + Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1997 (File No. 001-11899)).
4.3 + Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (No. 333-4437)).
5.1 * Opinion of Andrews & Kurth L.L.P.
23.1 * Consent of Arthur Andersen LLP.
23.2 * Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24.1 * Power of Attorney (included in signature page).
99.1 + The Houston Exploration Company 1996 Stock Option Plan (incorporated by reference to
Exhibit 10.12 to the Company's Registration Statement on Form S-1 (No. 333-4437)).
</TABLE>
- ------------------------------
+ Incorporated herein by reference.
* Filed herewith.
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<PAGE> 1
EXHIBIT 5.1
September 30, 1997
Board of Directors
The Houston Exploration Company
1100 Louisiana, Suite 2000
Houston, Texas 77002-5219
Gentlemen:
We have acted as counsel to The Houston Exploration Company
(the "Company") in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of the issuance of up to 2,333,276 shares
(the "Shares") of the Company's Common Stock, par value $0.01 per share (the
"Common Stock"), pursuant to The Houston Exploration Company 1996 Stock Option
Plan (the "Plan").
In connection herewith, we have examined copies of such
statutes, regulations, corporate records and documents, certificates of public
and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary as a basis for the opinion hereafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies. We have also relied, to the extent we deem such reliance proper, upon
information supplied by officers and employees of the Company with respect to
various factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued in accordance with
the terms of the Plan, be duly authorized, fully paid and validly issued.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of The
Houston Exploration Company of our report dated January 30, 1997 included in
the Annual Report on Form 10-K of The Houston Exploration Company for the year
ended December 31, 1996.
ARTHUR ANDERSEN LLP
New York, New York
September 30, 1997
