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As filed with the Securities and Exchange Commission on October 24, 1997
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
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COSTILLA ENERGY, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 75-2658940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 WEST ILLINOIS, SUITE 1000 79701
MIDLAND, TEXAS (Zip Code)
(Address of principal executive offices)
OUTSIDE DIRECTORS STOCK OPTION PLAN
OF COSTILLA ENERGY, INC.
(Full Title of the Plan)
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BOBBY W. PAGE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COSTILLA ENERGY, INC.
400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701
(915) 683-3092
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
RICHARD T. MCMILLAN
COTTON, BLEDSOE, TIGHE & DAWSON
500 WEST ILLINOIS, SUITE 300
MIDLAND, TEXAS 79701
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
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Common Stock, $.10
par value...... 50,000 $15.3125 $765,625 $232
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(1) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) based upon the average of the high
and low prices for securities of the same class as quoted on the Nasdaq
National Market on October 20, 1997.
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 relating to the
Outside Directors Stock Option Plan of Costilla Energy, Inc. filed on November
21, 1996, file number 333-16515, are incorporated herein by reference.
2
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ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1** Certificate of Incorporation of the Company, filed as
an exhibit to the Company's Registration Statements on
Form S-1, Registration No. 333-08913 and Registration
No. 333-08909.
4.2** Bylaws of the Company, filed as an exhibit to the
Company's Registration Statements on Form S-1,
Registration No. 333-08913 and Registration No.
333-08909.
4.3** Specimen Common Stock Certificate, filed as an exhibit
to the Company's Registration Statement on Form S-1,
Registration No. 333-08913
5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** Outside Directors Stock Option Plan of Costilla Energy,
Inc, filed as an exhibit to the Company's Registration
Statements on Form S-1, Registration No. 333-08913 and
Registration No. 333-08909.
10.2** First Amendment to Outside Directors Stock Option Plan,
filed as an exhibit to the Company's 10-Q for the
quarter ended June 30, 1997.
23.1* Consent of KPMG Peat Marwick LLP
23.2* Consent of Williamson Petroleum Consultants, Inc.
23.3* Consent of Elms, Faris & Co., P.C.
23.4* Consent of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation (such consent is included in
the Opinion filed as Exhibit 5.1 to this Registration
Statement.)
3
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24.1** Power of Attorney, filed as an exhibit to Form S-8
Registration Statement, Registration No. 333-16515.
24.2** Certified copy of resolution of Board of Directors of
Costilla Energy, Inc. authorizing signature pursuant to
Power of Attorney, filed as an exhibit to Form S-8
Registration Statement, Registration No. 333-16515.
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* Filed herewith.
** These exhibits are incorporated herein by reference to the filing indicated.
4
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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 Midland, State of Texas, on October 24, 1997.
COSTILLA ENERGY, INC.
(Registrant)
By: /S/ BOBBY W. PAGE
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Bobby W. Page,
Senior Vice President, Treasurer and
Chief Financial 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 date indicated.
SIGNATURE TITLE DATE
/S/CADELL S. LIEDTKE* Chairman of the Board October 24, 1997
- ------------------------------ and Director
Cadell S. Liedtke
/S/MICHAEL J. GRELLA* President, Chief Executive October 24, 1997
- ------------------------------ Officer and Director
Michael J. Grella
/S/HENRY G. MUSSELMAN* Executive Vice President, October 24, 1997
- ------------------------------ Chief Operating Officer
Henry G. Musselman and Director
/s/ BOBBY W. PAGE Senior Vice President, October 24, 1997
- ------------------------------ Treasurer, and Chief
Bobby W. Page Financial Officer
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/S/W. D. KENNEDY* Director October 24, 1997
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W. D. Kennedy
/S/JERRY J. LANGDON* Director October 24, 1997
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Jerry J. Langdon
- ------------------------------ Director
Samuel J. Atkins, III
*By: /s/ BOBBY W. PAGE
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Bobby W. Page,
Attorney-in-Fact
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Exhibit No. Description of Exhibit
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4.1** Certificate of Incorporation of the Company, filed as
an exhibit to the Company's Registration Statements on
Form S-1, Registration No. 333-08913 and Registration
No. 333-08909.
4.2** Bylaws of the Company, filed as an exhibit to the
Company's Registration Statements on Form S-1,
Registration No. 333-08913 and Registration No.
333-08909.
4.3** Specimen Common Stock Certificate, filed as an exhibit
to the Company's Registration Statement on Form S-1,
Registration No. 333-08913.
5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** Outside Directors Stock Option Plan of Costilla Energy,
Inc, filed as an exhibit to the Company's Registration
Statements on Form S-1, Registration No. 333-08913 and
Registration No. 333-08909.
10.2** First Amendment to Outside Directors Stock Option Plan,
filed as an exhibit to the Company's 10-Q for the
quarter ended June 30, 1997.
23.1* Consent of KPMG Peat Marwick LLP
23.2* Consent of Williamson Petroleum Consultants, Inc.
23.3* Consent of Elms, Faris & Co., P.C.
23.4* Consent of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation (such consent is included in
the Opinion filed as Exhibit 5.1 to this Registration
Statement.)
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24.1** Power of Attorney, filed as an exhibit to Form S-8
Registration Statement, Registration No. 333-16515.
24.2** Certified copy of resolution of Board of Directors of
Costilla Energy, Inc. authorizing signature pursuant to
Power of Attorney, filed as an exhibit to Form S-8
Registration Statement, Registration No. 333-16515.
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* Filed herewith.
** These exhibits are incorporated herein by reference to the filing indicated.
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COTTON, BLEDSOE, TIGHE & DAWSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
SUITE 300
500 WEST ILLINOIS
MIDLAND, TEXAS 79701-4337
P. O. BOX 2776 ZIP 79702-2776
TELEPHONE (915) 684-5782
FAX (915) 682-3672
EXHIBIT 5.1
October 24, 1997
Costilla Energy, Inc.
400 West Illinois, Suite 1000
Midland, Texas 79701
Re: Registration Statement on Form S-8
Outside Directors Stock Option Plan of Costilla Energy, Inc.
Gentlemen:
We have acted as counsel for Costilla Energy, Inc., a Delaware
corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 50,000 shares (the
"Shares") of the common stock, par value $0.10 per share (the "Common Stock")
of the Company reserved for issuance under the Outside Directors Stock Option
Plan of Costilla Energy, Inc. (the "Plan"). A Registration Statement on Form
S-8 (the "Registration Statement") covering the sale of the Shares was filed
under the Act with the Securities and Exchange Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have examined
signed copies of the Registration Statement and all exhibits thereto. We have
also examined and relied upon originals or copies certified to our satisfaction,
of (i) the Certificate of Incorporation and Bylaws of the Company, (ii) minutes
and records of the corporate proceedings of the Company with respect to the
issuance of the Shares and related matters, (iii) the Plan, and (iv) such other
agreements and instruments relating to the Company as we have deemed necessary
or appropriate
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Costilla Energy, Inc.
October 24, 1997
Page 2
for the purposes of the opinions hereinafter expressed. In rendering such
opinions, we have relied, to the extent we deemed reasonable, on certificates
and certain other information provided to us by officers of the Company and
public officials as to matters of fact of which the maker of such certificates
or the person providing such information had knowledge. Furthermore, in
rendering such opinions we have assumed that the signatures on all documents
examined by us are genuine, that all documents and corporate record books
submitted to us as originals are authentic, accurate and complete, and that all
documents submitted to us as copies are true, correct and complete copies of the
originals thereof.
Based solely upon the foregoing, subject to the assumptions, limitations
and qualifications set forth herein, and specifically limited in all respects to
the laws of the State of Texas, of the United States of America and the General
Corporation Law of the State of Delaware, we are of the opinion that the Shares
registered pursuant to the Registration Statement have been duly and validly
authorized by the Company, and when paid for, issued or sold and delivered in
accordance with the terms of the Plan such Shares will be legally issued, fully
paid and nonassessable. Please note in this regard that we are not licensed to
practice law in the State of Delaware, but we have reviewed Delaware law in
connection with the opinions expressed herein.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
This opinion is rendered only to the Company and solely for the benefit of
the Company and the Commission in connection with the registration and the
issuance of the Shares pursuant to the Registration Statement and the Plan,
respectively. This opinion may not be otherwise used, circulated, quoted,
relied upon, or referred to by you or the Commission for any other purpose or by
any other person, firm or corporation for any purpose, without our prior written
consent.
Yours very truly,
COTTON, BLEDSOE, TIGHE & DAWSON
By: /s/ Dan G. LeRoy
Dan G. LeRoy
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Costilla Energy, Inc.
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Midland, Texas
October 24, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ENGINEERS
As independent oil and gas consultants, Williamson Petroleum Consultants, Inc.
hereby consents to the use of our report entitled "Evaluation of Oil and Gas
Reserves to the Interests of Costilla Petroleum Corporation in Certain
Properties, Effective January 1, 1997, for Disclosure to the Securities and
Exchange Commission, Williamson Project 6.8453" dated February 21, 1997 prepared
for Costilla Energy, Inc. (the Company) and data extracted therefrom (and all
references to our Firm) included in or made a part of the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 which Annual Report on
Form 10-K is incorporated by reference into this Registration Statement on Form
S-8 to be filed by Costilla Energy, Inc. with the Securities and Exchange
Commission, on or about October 24, 1997, for the Outside Directors Stock Option
Plan.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
October 24, 1997
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EXHIBIT 23.3
CONSENT OF ELMS, FARIS & CO., P.C.
The Board of Directors
Costilla Energy, Inc.
We consent to the use of our reports incorporated herein by reference.
ELMS, FARIS & CO., P.C.
Midland, Texas
October 24, 1997
