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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (I.R.S. Employer Identification No.)
of incorporation or organization)
1100 LOUISIANA STREET, SUITE 2000
HOUSTON, TEXAS 77002-5219
(Address of Principal Executive Offices) (Zip Code)
THE HOUSTON EXPLORATION COMPANY
1996 STOCK OPTION PLAN*
1999 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
JAMES F. WESTMORELAND
1100 LOUISIANA STREET, SUITE 2000
HOUSTON, TEXAS 77002-5219
(713) 830-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (3) PER SHARE(4) PRICE (4) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(1) 500,000 shares $25.125 $12,562,500(5) $3,317
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Common Stock, par value $0.01 per share(2) 400,000 shares (6) $ 9,023,370(6) $2,383
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</TABLE>
(1) Additional shares of common stock of the registrant issuable pursuant to the
1996 Stock Option Plan.
(2) Shares of common stock of the registrant issuable pursuant to the 1999
Non-Qualified Stock Option Plan.
(3) The number of shares of common stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
and similar transactions.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended.
(5) Based upon the average of the high and low prices of the common stock as
reported on the New York Stock Exchange on October 4, 2000, which is within
5 days of the filing of this registration statement.
(6) The aggregate offering price and registration fee are based upon the product
obtained by multiplying (i) 224,400 shares (the number of shares of common
stock registered hereby as to which options have been granted but not
exercised under the 1999 Non- Qualified Stock Option Plan) by $20.55 (the
weighted average exercise price of such options) and (ii) 175,600 shares
(the number of shares of common stock registered hereby as to which options
may be granted under the 1999 Non-Qualified Stock Option Plan) by $25.125
(the average of the high and low prices of the common stock as reported on
the New York Stock Exchange on October 4, 2000, which is within 5 days of
the filing of this registration statement)
* See Explanatory Note.
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EXPLANATORY NOTE
2,333,276 shares of the registrant's common stock issuable under the
1996 Stock Option Plan were previously registered on Form S-8 filed on October
1, 1997 (File No. 333-36977). On March 29, 2000, the registrant's board of
directors authorized an additional 500,000 options to be made available for
grants under the 1996 Stock Option Plan. The up to 500,000 shares of the
registrant's Common Stock issuable upon exercise of these options are being
registered herewith.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended. These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Houston Exploration Company (the "Company") incorporates by
reference in this registration statement the following documents filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended:
(a) Houston Exploration's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999;
(b) Houston Exploration's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2000 and June 30, 2000; and
(c) The description of the common stock, par value $.01 per share,
of Houston Exploration contained in Houston Exploration's
registration statement on Form 8-A (File No. 001-11899) filed
with the Commission on July 5, 1996 and amended on September
19, 1996.
All documents filed by Houston Exploration pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference herein 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 herein by reference shall
be deemed to be modified or superseded for purposes of the registration
statement and the prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the registration statement or the
prospectus.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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.
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
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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 expenses 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 for 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 a 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 5.07 of Houston Exploration'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 transactions
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."
Article VIII of Houston Exploration's Restated Bylaws further provides
that Houston Exploration shall indemnify its officers, directors, employees and
agents to the fullest extent permitted by law. Pursuant to such provision,
Houston Exploration has entered into agreements with various of its officers,
directors and employees which provide for indemnification of such persons.
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ITEM 8. EXHIBITS
Exhibit
Number Description
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+4.1 Restated Certificate of Incorporation of Houston
Exploration, as amended (filed as Exhibit 3.1 to Houston
Exploration's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997 (File No. 001-11899)
and incorporated by reference herein).
+4.2 Restated Bylaws of Houston Exploration (filed as Exhibit
3.2 to Houston Exploration's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1997 (File No.
001-11899) and incorporated by reference herein).
+4.3 Amended and Restated 1996 Stock Option Plan (filed as
Exhibit 10.1 to Houston Exploration's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998 (File No.
001-11899) and incorporated by reference herein).
+4.4 1999 Non-Qualified Stock Option Plan (filed as Exhibit
10.24 to Houston Exploration's Annual Report on Form 10-K
for the year ended December 31, 1999 (File No. 001-11899)
and incorporated by reference herein).
*5.1 Opinion of Andrews & Kurth L.L.P. with respect to legality
of the securities.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Netherland, Sewell & Associates.
*23.3 Consent of Miller and Lents.
*23.4 Consent of Andrews & Kurth L.L.P. (included as part of
Exhibit 5.1).
*24.1 Power of Attorney (set forth on the signature page of this
registration statement).
+ Incorporated by referenced.
* 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 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 a 2 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
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(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) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 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 Section 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 of 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 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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Houston, State of Texas, on the 4th day of
October, 2000.
The Houston Exploration Company
(Registrant)
By: /s/ James G. Floyd
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James G. Floyd
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of The Houston Exploration Company hereby constitutes and appoints
James G. Floyd and James F. Westmoreland, and each 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 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 such 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
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<S> <C> <C>
/s/ James G. Floyd President, Chief Executive Officer and Director October 4, 2000
------------------------------------ (Principal Executive Officer)
James G. Floyd
/s/ James F. Westmoreland Vice President, Chief Accounting Officer, October 4, 2000
------------------------------------ Comptroller and Secretary (Principal Financial
James F. Westmoreland Officer and Principal Accounting Officer)
/s/ Robert B. Catell Chairman of the Board of Directors October 4, 2000
------------------------------------
Robert B. Catell
/s/ Gordon F. Ahalt Director October 4, 2000
------------------------------------
Gordon F. Ahalt
/s/ David G. Elkins Director October 4, 2000
------------------------------------
David G. Elkins
/s/ Russell D. Gordy Director October 4, 2000
------------------------------------
Russell D. Gordy
/s/ Gerald Luterman Director October 4, 2000
------------------------------------
Gerald Luterman
/s/ Craig G. Matthews Director October 2, 2000
------------------------------------
Craig G. Matthews
/s/ H. Neil Nichols Director October 4, 2000
------------------------------------
H. Neil Nichols
/s/ James Q. Riordan Director October 4, 2000
------------------------------------
James Q. Riordan
/s/ Donald C. Vaughn Director October 4, 2000
------------------------------------
Donald C. Vaughn
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
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+4.1 Restated Certificate of Incorporation of Houston
Exploration, as amended (filed as Exhibit 3.1 to Houston
Exploration's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997 (File No. 001-11899)
and incorporated by reference herein).
+4.2 Restated Bylaws of Houston Exploration (filed as Exhibit
3.2 to Houston Exploration's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1997 (File No.
001-11899) and incorporated by reference herein).
+4.3 Amended and Restated 1996 Stock Option Plan (filed as
Exhibit 10.1 to Houston Exploration's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998 (File No.
001-11899) and incorporated by reference herein).
+4.4 1999 Non-Qualified Stock Option Plan (filed as Exhibit
10.24 to Houston Exploration's Annual Report on Form 10-K
for the year ended December 31, 1999 (File No. 001-11899)
and incorporated by reference herein).
*5.1 Opinion of Andrews & Kurth L.L.P. with respect to legality
of the securities.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Netherland, Sewell & Associates.
*23.3 Consent of Miller and Lents.
*23.4 Andrews & Kurth L.L.P. (included as part of Exhibit 5.1).
*24.1 Power of Attorney (set forth on the signature page of this
registration statement).
+ Incorporated by reference.
* Filed herewith.
