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As filed with the Securities and Exchange Commission on June 26, 1997
Registration Statement 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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TITAN EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2671582
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
500 WEST TEXAS, SUITE 500
MIDLAND, TEXAS 79701
(Address of principal executive offices) (Zip Code)
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1996 INCENTIVE PLAN
(Full title of the Plan)
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Jack D. Hightower Copy to:
President, Chief Executive Joe Dannenmaier
Officer and Chairman of the Board Thompson & Knight,
Titan Exploration, Inc. A Professional Corporation
500 West Texas, Suite 500 1700 Pacific Avenue
Midland, Texas 79701 Suite 3300
(Name and address of agent for service) Dallas, Texas 75201
(214) 969-1700
(915) 682-6612
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered(1) price per share(2) aggregate offering price(2) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 850,000 $9.1875 $7,809,375 $2,367
$.01 per share . . . . shares
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable
upon any stock split, stock dividend or similar transaction with respect
to these shares are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- -------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, containing the consolidated financial statements
of the Company and its subsidiaries and certain supplementary data
for the fiscal year ended December 31, 1996, together with the
report thereon of KPMG Peat Marwick LLP, independent public
accountants.
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996.
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (Registration Statement No.
000-21843), including any amendment or report filed for the purpose
of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this 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.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware (the "DGCL") permits
the Registrant and its stockholders to limit directors' exposure to liability
for certain breaches of the directors' fiduciary duty, either in a suit on
behalf of the Registrant or in an action by stockholders of the Registrant.
The Registrant's Certificate of Incorporation eliminates the liability of
directors to stockholders or the Registrant for monetary damages arising out of
the directors' breach of their fiduciary duty of care. The Certificate of
Incorporation also authorizes the Registrant to indemnify its directors,
officers, incorporators, employees, and agents with respect to certain costs,
expenses and amounts incurred in connection with an action, suit or proceeding
by reason of the fact that such person was serving as a director, officer,
incorporator, employee or agent of the Registrant. In addition, the
Registrant's Certificate of Incorporation permits the Registrant to provide
additional indemnification rights to its officers and directors and to
indemnify them to the greatest extent possible under the DGCL.
The foregoing summaries are necessarily subject to the text of the
statute, bylaws, and certificate of incorporation referenced above and are
qualified in their entirety by reference thereto.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
4.1 1996 Incentive Plan (filed as Exhibit 10.9 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-14029) and incorporated herein by reference.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation
(included in the opinion of Thompson & Knight, P.C. filed
herewith as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
Item 9. Undertakings.
The 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 this 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 this 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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do 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 this 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.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) 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 that is incorporated by reference in this Registration Statement
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.
(5) 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 foregoing
provisions, 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 proceeding)
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.
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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 and State of Texas on the 25th day of
June, 1997.
TITAN EXPLORATION, INC.
By: /s/ Jack D. Hightower
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Jack D. Hightower, President
Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of Titan Exploration, Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, hereby
constitute and appoint Jack D. Hightower and William K. White, and each of
them, 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 such Registration Statement and any or all
amendments to the Registration Statement, including a Prospectus or an amended
Prospectus therein, and all other documents in connection therewith to be filed
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Jack D. Hightower President, Chief Executive June 25, 1997
- --------------------------------- Officer and Chairman of
Jack D. Hightower the Board (principal
executive officer)
/s/ William K. White Vice President, Finance June 25, 1997
- --------------------------------- and Chief Financial
William K. White Officer (principal
financial and accounting
officer)
/s/ George G. Staley Executive Vice President, June 25, 1997
- --------------------------------- Exploration and Director
George G. Staley
/s/ David R. Albin Director June 25, 1997
- ---------------------------------
David R. Albin
/s/ Kenneth A. Hersh Director June 25, 1997
- ---------------------------------
Kenneth A. Hersh
/s/ William J. Vaughn, Jr. Director June 25, 1997
- ---------------------------------
William J. Vaughn, Jr.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
4.1 1996 Incentive Plan (filed as Exhibit 10.9 to the
Registrant's Registration Statement on Form S-1
(Registration Statement No. 333-14029) and incorporated
herein by reference.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation
(included in the opinion of Thompson & Knight, P.C. filed
herewith as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
</TABLE>
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Exhibit 5.1
(214) 969-1700
June 25, 1997
Titan Exploration, Inc.
500 West Texas, Suite 500
Midland, Texas 79701
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel for Titan Exploration, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of
850,000 shares of the Company's Common Stock, $.01 par value per share (the
"Shares"), for issuance under the Company's 1996 Incentive Plan (the "Plan").
We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission, relating to the registration of the Shares under the
Securities Act.
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the
resolutions of the Company's Board of Directors establishing the Plan, the
Registration Statement and such corporate records of the Company, certificates
of officers of the Company, and other instruments and documents as we have
deemed necessary to require as a basis for the opinion hereinafter expressed.
As to various questions of fact material to such opinion, we have, where
relevant facts were not independently established, relied upon statements of
officers of the Company whom we believe to be responsible.
Based upon the foregoing and in reliance thereon, we advise you that
in our opinion the Shares, when issued and delivered in accordance with the
provisions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ Joe Dannenmaier
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Joe Dannenmaier, Attorney
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Titan Exploration, Inc.
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARWICK LLP
Midland, Texas
June 25, 1997
