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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TITAN EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2671582
(State of incorporation or organization) (I.R.S. employer
identification number)
500 West Texas, Suite 500
Midland, Texas 79701
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
None Not Applicable
</TABLE>
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE
$.01 PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the common stock,
par value $.01 per share ("Common Stock"), of Titan Exploration, Inc., a
Delaware corporation (the "Company"). The authorized capital stock of the
Company consists of 60,000,000 shares of Common Stock and 10,000,000 shares of
preferred stock, par value $.01 per share ("Preferred Stock").
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to the stockholders, and are entitled
to cumulate their votes for the election of directors. As a result of such
cumulative voting rights, any holder of at least 20% of the outstanding Common
Stock will be assured that such holder's nominee will be elected as a director
for so long as the Board of Directors of the Company consists of five members.
The Certificate of Incorporation of the Company does not allow the stockholders
to take action by less than unanimous written consent, but does permit the
holders of 10% or more of the Company's outstanding Common Stock to call a
special meeting of the stockholders no more than once per year. Each share of
Common Stock is entitled to participate equally in dividends, if, as and when
declared by the Company's Board of Directors, and in the distribution of assets
in the event of liquidation, subject in all cases to any prior rights of
outstanding shares of Preferred Stock. The Company has never paid cash
dividends on its Common Stock. The shares of Common Stock have no preemptive
or conversion rights, redemption rights, or sinking fund provisions. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
upon issuance and sale will be, duly authorized, validly issued, fully paid,
and nonassessable.
PREFERRED STOCK
As of the date hereof, the Company has no outstanding Preferred Stock.
The Company is authorized to issue up to 10,000,000 shares of Preferred Stock.
The Company's Board of Directors may establish, without stockholder approval,
one or more classes or series of Preferred Stock having the number of shares,
designations, relative voting rights, dividend rates, liquidation and other
rights, preferences, and limitations that the Board of Directors may designate.
The Company believes that this power to issue Preferred Stock will provide
flexibility in connection with possible corporate transactions. The issuance
of Preferred Stock, however, could adversely affect the voting power of holders
of Common Stock and restrict their rights to receive payments upon liquidation
of the Company. It could also have the effect of delaying, deferring or
preventing a change in control of the Company. The Company does not currently
plan to issue additional shares of Preferred Stock.
The issuance of shares of Preferred Stock, or the issuance of rights
to purchase such shares, could adversely affect the voting power of the Common
Stock, discourage an unsolicited acquisition proposal or make it more difficult
for a third party to gain control of the Company. For instance, the issuance
of a series of Preferred Stock might impede a business combination by including
class voting rights that would enable the holder to block such a transaction,
or facilitate a business combination by including voting rights that would
provide a required percentage vote of the stockholders. In addition, under
certain circumstances, the issuance of Preferred Stock could adversely affect
the voting power of the holders of the Common Stock. Although the Board of
Directors is required to make any determination to issue such stock based on
its judgment as to the best interests of the stockholders of the Company, the
Board of
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Directors could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of the stockholders might believe
to be in their best interests or in which stockholders might receive a premium
for their stock over the then market price of such stock. The Board of
Directors does not at present intend to seek stockholder approval prior to any
issuance of currently authorized stock, unless otherwise required by law.
VOTING
Each holder of Common Stock shall have one vote in respect of each
share of Common Stock held by such holder on each matter voted upon by the
stockholders. At all elections of directors of the Company, each holder of
Common Stock, or of any class or classes or of a single series or multiple
series thereof, shall be entitled to as many votes as shall equal the number of
votes which he would otherwise be entitled to cast for the election of
directors with respect to his shares of Common Stock multiplied by the number
of directors to be elected by him, and each such holder may cast all of such
votes for a single director or may distribute his votes among the number to be
voted for, or for any two or more directors as such holder may deem fit.
The affirmative vote of the holders of record of outstanding shares
representing at least eighty percent (80%) of the voting power of all of the
shares of capital stock of the Company then entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
amend, alter, change or repeal any provisions of, or to adopt any provision or
provisions inconsistent with, the provisions in the Company's Certificate of
Incorporation pertaining to (i) the amendment of the Certificate of
Incorporation, (ii) the FIFTH Article, which governs the management of the
business and the conduct of the affairs of the Company, and for further
definition, provides limitation and regulation of the powers of the Company and
of its directors and stockholders, or (iii) cumulative voting in the election
of directors.
DELAWARE LAW PROVISIONS
The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law. Generally, Section 203 prohibits the
Company from engaging in a "business combination" (as defined in Section 203)
with an "interested stockholder" (defined generally as a person owning 15% or
more of the Company's outstanding voting stock) for three years following the
date that person becomes an interested stockholder, unless (a) before that
person became an interested stockholder, the Company's Board of Directors
approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination; (b) upon
completion of the transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested stockholder owns at least
85% of the voting stock outstanding at the time the transaction commenced
(excluding stock held by directors who are also officers of the Company and by
employee stock plans that do not provide employees with the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (c) following the transaction in which that
person became an interested stockholder, the business combination is approved
by the Company's Board of Directors and authorized at a meeting of stockholders
by the affirmative vote of the holders of at least two-thirds of the
outstanding voting stock not owned by the interested stockholder.
Under Section 203, these restrictions also do not apply to certain
business combinations proposed by an interested stockholder following the
announcement or notification of one of
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certain extraordinary transactions involving the Company and a person who was
not an interested stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the Company's
directors, if that extraordinary transaction is approved or not opposed by a
majority of the directors who were directors before any person became an
interested stockholder in the previous three years or who were recommended for
election or elected to succeed such directors by a majority of such directors
then in office.
RESTRICTIONS ON DIVIDENDS
The Company's Amended and Restated Credit Agreement, dated October 31,
1996 (the "Credit Agreement"), prohibits the payment of cash dividends on the
Common Stock. The Credit Agreement establishes a four year revolving credit
facility, up to the maximum amount of $250 million, subject to a borrowing base
to be determined semi-annually by the lenders based on certain proved oil and
gas reserves and other assets of the Company. Initially, the borrowing base is
established at $165 million. All outstanding amounts under the Credit
Agreement are due and payable in full on January 1, 2001.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is First Union
National Bank of North Carolina.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
*1. Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No.
333-14029), as amended by that certain Certificate of
Amendment of Certificate of Incorporation (incorporated herein
by reference to Exhibit 3.1.1 to the Company's Registration
Statement on Form S-1, Registration No. 333-14029).
*2. Bylaws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form
S-1, Registration No. 333-14029).
*3. Amended and Restated Registration Rights Agreement, dated
September 30, 1996, by and among the Company, Jack Hightower,
Natural Gas Partners, L.P., Natural Gas Partners II, L.P.,
Joint Energy Development Investments Limited Partnership,
First Union Corporation and Selma International Investment
Limited (incorporated herein by reference to Exhibit 10.3 to
the Company's Registration Statement on Form S-1, Registration
No. 333-14029).
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* Incorporated by reference as indicated pursuant to Rule 12b-32.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
TITAN EXPLORATION, INC.
Date: December 9, 1996 By: /s/ Jack Hightower
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Jack Hightower,
President, Chief Executive Officer
and Chairman of the Board
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