<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
________________________
SHERIDAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
________________________
DELAWARE 76-050766A
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
222 PENNBRIGHT, SUITE 200
HOUSTON, TEXAS 77090
(Address of principal (Zip Code)
executive offices)
________________________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of class Name of each exchange
to be so registered on which each class
is to be registered
N/A N/A
________________________
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of Class
________________________
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ITEM 1. GENERAL INFORMATION.
Sheridan Energy, Inc. (the "Registrant") was incorporated as a
corporation under the laws of the State of Delaware on June 27, 1996. Its
fiscal year ends on December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
At the time of succession, TGX Corporation, the predecessor of the
Registrant, had securities registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.
The Registrant is the successor of TGX Corporation pursuant to a merger
on June 12, 1997 of TGX Corporation with and into the Registrant with the
Registrant continuing as the surviving corporation. Under the agreement of
merger, each outstanding share of Series A Senior Preferred Stock, $1 par value
per share, of TGX Corporation was converted into and became a right to receive
one-half share of the common stock, $.01 par value per share, of the Registrant.
All other capital stock of TGX Corporation, including its common stock, $.01 par
value per share, was automatically cancelled upon consummation of the merger.
ITEM 3. SECURITIES TO BE REGISTERED.
The Registrant is currently authorized to issue 20,000,000 shares of
its common stock registered pursuant hereto. Of that number, 4,394,285 are
currently issued and none are held by or for the account of the Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's securities to be registered hereby
is incorporated by reference to Sheridan Energy, Inc. Form S-4 Registration
Statement File No. 333-10729 filed with the Securities And Exchange Commission.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
The capital structure and balance sheet of the Registrant immediately
after the succession were substantially the same as those of TGX Corporation and
thus, in accordance with the Instructions as to Financial Statements, no
financial statements need be filed.
(b) Exhibits
Exhibit 1. Agreement of Merger: See Appendix "A" to Exhibit 2
below.
Exhibit 2. Proxy Statement/Prospectus (incorporated by reference
to Sheridan Energy, Inc.'s Form S-4 Registration Statement File
No. 333-10729 and all amendments thereto filed with the Securities
and Exchange Commission.
Exhibit 3(2). Agreement of Merger. See Exhibit 1 above.
Exhibit 3(3)(i). Certificate of Incorporation: See Appendix "B"
to Exhibit 2.
Exhibit 3(3)(ii). Bylaws: See Appendix "C" to Exhibit 2.
Exhibit 3(4). Specimen Certificate representing shares of
Common Stock (filed herewith).
Exhibit 3(10)(a). Sheridan Energy Inc.'s 1997 Flexible Incentive
Plan: See Appendix "F" to Exhibit 2 above.
Exhibit 3(10)(c). Purchase and Sale Agreement between TGX
Corporation and Belden and Blake Corporation dated as of December
17, 1993 (Incorporated by reference to Exhibit C of TGX
Corporation's Form 8-K dated January 14, 1994, File No. 0-10201).
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Exhibit 3(10)(d). Amended and Restated Credit Agreement between TGX
Corporation and Bank One, Texas N.A. dated as of July 13, 1994
(Incorporated by reference to Exhibit 10.4 of TGX Corporation's report
on Form 8-K dated July 13, 1994).
Exhibit 3(10)(e). First Amendment to Second Amended and Restated Credit
Agreement dated as of December 31, 1995. (Incorporated by reference to
Exhibit 10.23 of TGX Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 1995, File No. 0-10201).
Exhibit 3(10)(f). Third Amendment to Amended and Restated Credit
Agreement between TGX Corporation and Bank One, Texas N.A. effective as
of October 1, 1996 (Incorporated by reference to Exhibit 10.27 of TGX
Corporation Report on Form 10-KSB for the year ended December 31, 1996,
File No. 0-10201).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this application for registration
(or registration statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
SHERIDAN ENERGY, INC.
Date: June 12, 1997 By: /s/ Michael A. Gerlich
---------------------- ---------------------------
Michael A. Gerlich,
President
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NUMBER SHARES
SE
SHERIDAN ENERGY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK
COMMON STOCK PAR VALUE $0.01 CUSIP 37364V 10 3
THIS IS TO CERTIFY that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, $0.01 PAR VALUE, OF COMMON STOCK OF
Sheridan Energy, Inc. (hereinafter called the "Corporation"), transferable on
the books of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of
[SHERIDAN Incorporation and to all amendments thereto, copies of which are
ENERGY, INC. on file in the office of the Transfer Agent, to all of which the
CORPORATE holder by acceptance hereof assents. This certificate is not
SEAL valid unless countersigned by the Transfer Agent and registered
DELAWARE by the Registrar.
APPEARS HERE] Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
DATED:
/s/ JON W. WRIGHT, JR. /s/ B.A. BERILGEN
Secretary President
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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The following abbreviations, when used in the inscription on the face
of this certificate shall be construed as though they were written out in full
according to applicable laws of regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--_____Custodian____
TEN ENT--as tenants by the entireties (Cust) (Minor)
IT TEN --as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received_________________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
__________________________________________________________________________Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
_______________________________________________________________________Attorney,
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated,____________________
X_______________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
_____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBER-
SHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17ad-15.
