As filed with the Securities and Exchange Commission on December 21, 1999
Registration No. 333-
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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EDGE PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware Texaco Heritage Plaza 76-0511037
(State or Other Jurisdiction of 1111 Bagby, Suite 2100 (I.R.S. Employer
Incorporation or Organization) Houston, Texas Identification No.)
(Address of Principal
Executive Offices)
77002
(Zip Code)
- --------------------------------------------------------------------------------
INCENTIVE PLAN OF EDGE PETROLEUM CORPORATION
(Full title of plan)
- --------------------------------------------------------------------------------
John W. Elias
Chief Executive Officer and Chairman of the Board
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Houston, Texas 77002
(Name and Address of Agent for Service)
(713) 654-8960
(Telephone Number, Including Area Code,
of Agent for Service)
copy to:
Gene J. Oshman
Baker & Botts, L.L.P.
3000 One Shell Plaza
Houston, Texas 77002-4995
CALCULATION OF REGISTRATION FEE
================ ========== ================== ================== ============
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(1) Fee
================ ========== ================== ================== ============
Common Stock
(par value $0.01
per share) 200,000 $3.34375 $668,750 $176.55
================ ========== ================== ================== ============
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose
of calculating the registration fee and based upon the average of the high and
low sales price reported on the Nasdaq National Market on December 16, 1999.
<PAGE>
This Registration Statement is being filed pursuant to General Instruction E
of Form S-8 under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-8 (Registration No. 333-22571) filed by Edge
Petroleum Corporation, a Delaware corporation, with the Securities and Exchange
Commission on February 28, 1997 are incorporated herein by reference.
The following documents are filed as exhibits to this Registration
Statement:
Exhibit
No. Description
- ------- -----------
*4.4 -- Incentive Plan of the Company (as amended and restated
effective on May 21, 1999)(Incorporated by Reference to 10.1
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999).
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Ryder Scott Company.
24 -- Powers of Attorney (included on the signature page of this
Registration Statement).
* Incorporated by reference as indicated.
<PAGE>
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 Houston, State of Texas, on the day of December 21,
1999.
EDGE PETROLEUM CORPORATION
By:/S/ John W. Elias
---------------------------
John W. Elias
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below appoints John W. Elias and
James D. Calaway, and each of them, each of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any registration statement for
the same employee benefit plan filed pursuant to General Instruction E of Form
S-8, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully and for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------- ----- ----
/S/ John W. Elias
- ---------------------- Chief Executive Officer and December 21, 1999
John W. Elias Chairman of the Board
(Principal Executive Officer)
/S/ James D. Calaway
- ---------------------- President and Chief Operations December 21, 1999
James D. Calaway Officer and Director
/S/ Michael G. Long
- ---------------------- Senior Vice President and December 21, 1999
Michael G. Long Chief Financial Officer
(Principal Financial Officer)
/S/ Brian C. Baumler
- -------------------------- Controller and Treasurer December 21, 1999
Brian C. Baumler (Principal Accounting Officer)
/S/ Vincent Andrews
- -------------------------- Director December 21, 1999
Vincent Andrews
/S/ David B. Benedict
- -------------------------- Director December 21, 1999
David B. Benedict
- -------------------------- Director December 21, 1999
Nils P. Peterson
/S/ Stanley S. Raphael
- -------------------------- Director December 21, 1999
Stanley S. Raphael
/S/ John Sfondrini
- -------------------------- Director December 21, 1999
John Sfondrini
/S/ Robert W. Shower
- -------------------------- Director December 21, 1999
Robert W. Shower
- -------------------------- Director December 21, 1999
William H. White
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- ------------
*4.4 -- Incentive Plan of the Company (as amended and restated
effective on May 21, 1999)(Incorporated by Reference to 10.1
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999).
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Ryder Scott Company.
24 -- Powers of Attorney (included on the signature page of this
Registration Statement).
* Incorporated by reference as indicated.
EXHIBIT 5
December 17, 1999
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Edge Petroleum Corporation, a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 200,000 shares (the "Shares") of
common stock of the Company, par value $0.01 per share (the "Common Stock"),
that may be issued pursuant to the terms of the Incentive Plan of Edge Petroleum
Corporation (the "Incentive Plan"), certain legal matters in connection with the
Shares are being passed upon for the Company by us. At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In our capacity as your counsel in the connection referred to above, we
have examined the Company's Restated Certificate of Incorporation and Bylaws,
each as amended to date, and the originals, or copies certified or otherwise
identified, of corporate records of the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
and documents as a basis for the opinions hereinafter expressed. In giving such
opinions, we have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. In addition, we have assumed for purposes of paragraph 2
below that the consideration received by the Company for the Shares will be not
less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications hereinafter set forth, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
2. Upon the issuance and sale of the Shares pursuant to the
provisions of the Incentive Plan for consideration fixed by the
Compensation Committee of the Board of Directors, such Shares will be
duly authorized by all necessary corporate action on the part of the
Company, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Baker & Botts, L.L.P.
-------------------------
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Edge Petroleum Corporation, a Delaware corporation (the "Company"), on Form
S-8 of our report dated March 26, 1999, appearing in the Annual Report on Form
10-K of the Company for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" appearing in the Company's
Registration Statement on Form S-8, dated February 28, 1997, incorporated by
reference in this registration statement and the related prospectus.
/S/ Deloitte & Touche
- ----------------------
Deloitte & Touche LLP
Houston, Texas
December 16, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in this Registration
Statement of Edge Petroleum Corporation (the "Company") on Form S-8 of our
summary report dated March 26, 1999 included as Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 and the data
extracted from our reports and the references to our firm appearing in "Items 1
and 2. "Business and Properties" under the caption "Oil and Gas Reserves" and in
Supplemental Financial Information on Oil and Natural Gas Exploration,
Development and Production Activities (unaudited) in such Annual Report on Form
10-K.
We hereby consent to all references to such reports, letters and/or to this
firm in each of this Registration Statement and the Prospectus to which this
Registration Statement relates, and further consent to our being named as an
expert in each of this Registration Statement and the Prospectus to which this
Registration Statement relates.
/S/ Ryder Scott Company
Petroleum Consultants
- -------------------------
Ryder Scott Company
Petroleum Consultants
Houston, Texas
December 16, 1999
