<PAGE>
As filed with the Securities and Exchange Commission on December 11, 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
______________________
ENSERCH EXPLORATION, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 75-2421863
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2500 CITY WEST BLVD., SUITE 1400
HOUSTON, TEXAS 77042
(Address of principal Executive Offices)
1997 NON-OFFICER STOCK OPTION PLAN
(Full title of the Plan)
J. K. HARTRICK
2500 City West Blvd., Suite 1400
Houston, Texas 77042
(713)243-3371
(Name, address and telephone number of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share* Price* Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,500,000 shares $9.00 $13,500,000 $4,092
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</TABLE>
*Estimated, pursuant to Rule 457(c) and (h) of the 1933 Act,, solely
for the purposes of determining the registration fee based on the average
of the high and low prices per share of such stock quoted on the New York
Stock Exchange Consolidated Transactions Tape on December 9, 1997.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996.
(b) Quarterly Reports on Form 10-Q of the Company for the Quarters
Ended June 30, 1997 and September 30, 1997. All other reports filed by
the Registrant or Plan pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Reports.
(c) The descriptions of the Registrant's Common Stock which
are contained in the Registrant's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or reports filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the Registration
Statement which indicates that all of the shares of Common Stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Robert L. Jay owns 2047 shares of Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Articles of Incorporation provide that, to
the fullest extent permitted by Texas law, directors of the Registrant will
not be liable to the Registrant or its shareholders for monetary damages
for any act or omission occurring in their capacity as a director. Texas
law does not currently authorize the elimination or limitation of the
liability of a director to the extent the director is found liable for
(i) any breach of the director's duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith that constitute a
breach of duty of the director to the Registrant or which involve
intentional misconduct or a knowing violation of law, (iii) transactions
from which the director received an improper benefit, whether or not the
benefit resulted from an action taken within the scope of the director's
office or (iv) acts or omissions for which the liability of a director is
expressly provided by an applicable statute.
The Registrant's Articles and Bylaws grant mandatory indemnification
to directors and officers of the Registrant to the fullest extent
authorized under the Texas Business Corporation Act (the "TBCA"). Under
the TBCA, a Texas corporation may in general indemnify a director or
officer who was, is or is threatened to be made a named defendant or
respondent in a proceeding by virtue of his position in the corporation 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, in the case of
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. Further, a Texas corporation may indemnify a director or officer
in an action brought by or in the right of the corporation only if such
director or officer was not found liable to the corporation, unless or only
to the extent that a court finds him to be fairly and reasonably entitled
to indemnity for such expenses as the court deems proper, within statutory
limits.
The above discussion of the Registrant's Articles of Incorporation
and Bylaws and of the TBCA is not intended to be exhaustive and is
qualified in its entirety by the Restated Articles of Incorporation and
Bylaws and the TBCA.
The Registrant maintains director and officer liability insurance
providing insurance protection for specified liabilities under specified
terms.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
No. Description
4.1* Restated Articles of Incorporation of Registrant.
4.2* Bylaws of the Registrant as currently in effect.
5 Opinion of Robert L. Jay.
23.1 Consent of Robert L. Jay (contained in Exhibit 5).
24 Power(s) of Attorney (included on the signature page of this
Registration Statement).
-----------------
* Previously filed as an exhibit to the Registration Statement of the
Registrant on Form S-4 (No. 333-13241) and incorporated herein and made
a part hereof.
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 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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 the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(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 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 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest Annual Report to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in
the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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 provisions described
in Item 6, 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 by 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 proceedings) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant 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.
<PAGE>
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 Dallas, State of
Texas on the 9th day of December, 1997.
Enserch Exploration, Inc.
By /s/ T. M Hamilton
-------------------------
T. M. Hamilton
Chairman and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
each of T. M Hamilton, D. R. Henderson and M. E. Dillard as his true and
lawful attorney-in-fact and agent, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, each acting alone, 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, as fully to all intents and purposes as he might do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Chairman and President
/s/ T. M Hamilton Director December 9, 1997
-------------------------
T. M Hamilton
/s/ F. S. Addy Director December 9, 1997
-------------------------
F. S. Addy
/s/ B. A. Bridgewater, Jr. Director December 9, 1997
-------------------------
B. A. Bridgewater, Jr.
/s/ F. M. Lowther Director December 9, 1997
-------------------------
F. M. Lowther
/s/ M. P. Mallardi Director December 9, 1997
-------------------------
M. P. Mallardi
/s/ R. S. Langdon Executive Vice President December 9, 1997
------------------------- Finance and Administration,
R. S. Langdon Chief Financial Officer
/s/ R. S. Schmitz Vice President and December 9, 1997
------------------------- Controller
R. S. Schmitz
<PAGE>
EXHIBIT 5
Enserch Exploration, Inc.
4849 Greenville Avenue, Suite 1200
Dallas, Texas 75206-4186 Robert L. Jay
Telephone 214/987-7880 Assistant Corporate Secretary
December 11, 1997
Enserch Exploration, Inc.
2700 CityWest Blvd., Suite 1400
Houston, Texas 77042
Gentlemen:
As an Assistant Corporate Secretary of Enserch Exploration, Inc. (the
"Company") and an attorney licensed to practice law in the State of Texas, I
have acted in your behalf in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 1,500,000 shares of the Company Common
Stock, $.01 par value per share, for issuance pursuant to the 1997 Non Officer
Stock Option Plan (the "Plan").
Based upon examination of such corporate records, documents and
questions of law as I have considered it necessary to examine in order to give
this opinion, I am pleased to advise you that in my opinion:
(a) the Company has been duly organized and is a validly
existing corporation under the laws of the State of Texas.
(b) The securities being registered will, when sold in
accordance with the terms of the Plan, be legally issued,
fully paid and non-assessable and conform to the statements
made with respect thereto in the Prospectus.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robert L. Jay
Robert L. Jay
