AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997
REGISTRATION NO. 333-24641
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DOMAIN ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1311
(STATE OR OTHER (PRIMARY STANDARD
JURISDICTION INDUSTRIAL 76-0526147
OF INCORPORATION OR CLASSIFICATION CODE (I.R.S. EMPLOYER
ORGANIZATION) NUMBER) IDENTIFICATION NUMBER)
MICHAEL V. RONCA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1100 LOUISIANA, SUITE 1500 P. O. BOX 2229
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77252-2229
(713) 757-5662 (713) 757-5662
(ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE
TELEPHONE NUMBER, AND
INCLUDING AREA CODE, OF REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA
PRINCIPAL EXECUTIVE OFFICES) CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JAMES L. RICE III, ESQ. R. JOEL SWANSON, ESQ.
WEIL, GOTSHAL & MANGES LLP BAKER & BOTTS, L.L.P.
700 LOUISIANA, SUITE 1600 910 LOUISIANA
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 546-5000 (713) 229-1234
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(1) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $0.01 par
value......................... -- -- $103,500,000 $31,364(3)
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(1) In accordance with Rule 457(o) under the Securities Act of 1933, as amended,
the number of shares being registered and the proposed maximum offering
price per share are not included in this table.
(2) Estimated solely for the purpose of determining the registration fee.
(3) A registration fee of $31,364 was paid in connection with the initial filing
of this Registration Statement on April 4, 1997 and no additional filing fee
is required.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of the issuance and distribution
of the securities being registered payable by the Company.
Securities and Exchange Commission
Registration Fee................... $ 31,364
NASD filing fee...................... 10,850
New York Stock Exchange listing
fee................................ 100,000
Printing and engraving expenses...... 150,000
Blue Sky filing fees and expenses.... 10,000
Accountants' fees.................... 225,000
Counsel fees......................... 400,000
Transfer agent and registrar fees.... 5,000
Miscellaneous........................ 67,786
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Total........................... $ 1,000,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the DGCL allows a corporation to eliminate the personal
liability of directors of a corporation to the corporation or to any of its
stockholders for monetary damage for a breach of his fiduciary duty as a
director, except in the case where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The Company's Certificate of Incorporation, a copy of which is
filed as Exhibit 3.1, contains a provision which, in substance, eliminates
directors' personal liability as set forth above.
Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company's Certificate
of Incorporation, a copy of which is filed as Exhibit 3.1, contains a provision
which, in substance, provides for indemnification as set forth above.
The Company has purchased directors' and officers' liability insurance,
which will indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.
The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement contains certain provisions for indemnification of
directors and officers of the Company and the Underwriters against civil
liabilities under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On December 31, 1996, the Company sold 7,177,681 shares of Common Stock at
$4.1796 per share to Fund VII and, through a wholly-owned subsidiary of the
Company, issued an $8.0 million promissory note in favor of Fund VII, which, at
the time of issuance, was convertible, at the option of Fund VII, into
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1,914,048 shares of the Company's Common Stock. The Company relied on Section
4(2) of the Securities Act in effecting these transactions.
On February 21, 1997 the Company sold an aggregate of 390,307 shares of
Common Stock at $4.1796 per share to eight members of the Company's management.
The Company relied on Section 4(2) of the Securities Act in effecting these
transactions.
On April 3, 1997 the Company sold an aggregate of 95,696 shares of Common
Stock at $4.1796 per share to 26 employees of the Company. The Company relied on
an exemption under Section 4(2) of the Securities Act in effecting these
transactions.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES.
(a) Exhibits
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EXHIBIT NO. DESCRIPTION
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1.1 -- Form of Underwriting Agreement*
3.1 -- Form of Amended and Restated Certificate of Incorporation of the Company*
3.2 -- Form of Second Amended and Restated By-Laws of the Company*
4.1 -- Securityholders Agreement, dated as of December 31, 1996, among the Company and its
Securityholders*
5.1 -- Opinion of Weil, Gotshal & Manges LLP regarding legality of the securities being
registered
10.1 -- Stock Purchase Agreement, dated as of December 24, 1996, between El Paso Natural Gas
Company and Teleo Ventures, Inc.*
10.2 -- Assignment and Assumption Agreement, dated as of December 31, 1996, between Teleo
Ventures, Inc. and the Company*
10.3 -- Credit Agreement, dated as of June 7, 1996, between Domain Energy Finance Corporation
(formerly known as Tenneco Ventures Finance Corporation) and Compass Bank -- Houston
(including the First Amendment and the Second Amendment thereto)*
10.4 -- Subscription Agreement, dated as of December 31, 1996, between First Reserve Fund VII,
Limited Partnership and the Company*
10.5 -- Amended and Restated Management Investor Subscription Agreement, dated effective as of
December 31, 1996, between Michael V. Ronca and the Company*
10.6 -- Management Investor Subscription Agreement, dated as of February 21, 1997, between Herbert
A. Newhouse and the Company, with similar agreements with Catherine L. Sliva, Rick G.
Lester, Douglas H. Woodul, Steven M. Curran, Dean R. Bouillion and Lucynda S. Herrin*
10.7 -- Promissory Note, dated February 21, 1997, by Michael V. Ronca in favor of the Company,
with similar Promissory Notes by Herbert A. Newhouse, Catherine L. Sliva, Rick G. Lester,
Douglas H. Woodul, Steven M. Curran and Lucynda S. Herrin*
10.8 -- Pledge Agreement, dated as of February 21, 1997, between the Company and Michael V. Ronca,
with similar agreements with Herbert A. Newhouse, Catherine L. Sliva, Rick G. Lester,
Douglas H. Woodul, Steven M. Curran and Lucynda S. Herrin*
10.9 -- Employment Agreement, dated as of December 31, 1996, between Michael V. Ronca and the
Company*
10.10 -- Credit Agreement, dated as of December 31, 1996, among the Company, Ventures Corporation,
Production Corporation, The Chase Manhattan Bank, Compass Bank, Toronto Dominion (Texas),
Inc. and The Chase Manhattan Bank as Administrative Agent*
10.11 -- Amended and Restated 1996 Stock Purchase and Option Plan for Key Employees of Domain
Energy Corporation and Affiliates*
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10.12 -- Amended and Restated Non-Qualified Stock Option Agreement, dated as of April 3, 1997,
between the Company and Michael V. Ronca, with similar agreements with Herbert A.
Newhouse, Catherine L. Sliva, Rick G. Lester, Douglas H. Woodul, Steven M. Curran, Dean R.
Bouillion and Lucynda S. Herrin*
10.13 -- Purchase Agreement, dated as of April 30, 1997, among Production Corporation, as
Purchaser, each of GE APPL Corp., GTPT Corporation and Zeta MT Holding, Inc., as Sellers,
and NationsBank of Texas, N.A., as QPAM*
10.14 -- Form of Domain Energy Corporation 1997 Stock Option Plan for Nonemployee Directors*
21.1 -- List of Subsidiaries of the Company*
23.1 -- Consent of Deloitte & Touche LLP*
23.2 -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1)
23.3 -- Consent of DeGolyer*
23.4 -- Consent of Netherland, Sewell*
23.5 -- Consent of William P. Nicoletti as nominee for director*
23.6 -- Consent of Gary K. Wright as nominee for director*
24.1 -- Power of Attorney*
27.1 -- Financial Data Schedule*
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* Previously filed.
(b) Financial Statements Schedules*
SCHEDULE NO. DESCRIPTION
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I Condensed Balance Sheet
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* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the
Underwriters, at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14, 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
Securities 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 in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person of the registrant 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 Securities Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 4 TO REGISTRATION STATEMENT ON
FORM S-1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS ON JUNE 23, 1997.
DOMAIN ENERGY CORPORATION
By: /s/ RICK G. LESTER
Name: Rick G. Lester
Title: Vice President and Chief
Financial Officer
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, THIS AMENDMENT NO. 4 TO
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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NAME TITLE DATE
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/s/MICHAEL V. RONCA* President, Chief Executive Officer June 23, 1997
MICHAEL V. RONCA and Director (principal executive
officer)
/s/RICK G. LESTER Vice President and Chief Financial June 23, 1997
RICK G. LESTER Officer (principal financial and
accounting officer)
/s/JONATHAN S. LINKER* Director June 23, 1997
JONATHAN S. LINKER
/s/STEVEN H. PRUETT* Director June 23, 1997
STEVEN H. PRUETT
*By:/s/RICK G. LESTER
RICK G. LESTER
ATTORNEY-IN-FACT
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EXHIBIT 5.1
[WEIL, GOTSHAL & MANGES LLP LETTERHEAD]
June 20, 1997
Domain Energy Corporation
1100 Louisiana, Suite 1500
P.o. Box 2229
Houston, Texas 77252-2229
Gentlemen:
We have acted as counsel to Domain Energy Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a Registration Statement on Form S-1 (Registration No. 333-24641)
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the proposed offering of up to 6,900,000 shares (the "Shares") of
the common stock, par value $.01 per share, of the Company. All of the Shares
will be issued and sold pursuant to an Underwriting Agreement (the "Underwriting
Agreement") to be entered into among Credit Suisse First Boston Corporation,
PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan &
Company, Inc., as representatives of the several underwriters named in Schedule
I thereto, and the Company. We understand that prior to the issuance and sale of
any Shares, the Company will file an amended and restated certificate of
incorporation (the "Restated Certificate") with the Secretary of State of the
State of Delaware to effect a reclassification of the shares of authorized
common stock of the Company by increasing the number thereof and effecting a
754-for-one stock split of the outstanding shares of common stock of the
Company.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation of
the Company, the respective forms of the Restated Certificate and the
Underwriting Agreement filed as exhibits to the Registration Statement, the
resolutions adopted by the Board of Directors of the Company and the resolutions
proposed to be adopted by the pricing committee thereof (the "Pricing
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Committee Resolutions") authorizing the issuance and sale of the Shares pursuant
to the Underwriting Agreement, and such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company. We have also assumed for purposes hereof that
(i) the Restated Certificate will be filed with the Secretary of State of the
State of Delaware in substantially the form thereof filed as an exhibit to the
Registration Statement, (ii) the Underwriting Agreement will be executed and
delivered in substantially the form thereof filed as an exhibit to the
Registration Statement and (iii) the pricing committee of the Board of Directors
of the Company will adopt the Pricing Committee Resolutions authorizing the
issuance and sale of the Shares pursuant to the Underwriting Agreement in
substantially the form reviewed by us.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. Upon the due filing of the Restated Certificate with the
Secretary of State of the State of Delaware and the adoption by the pricing
committee of the Board of Directors of the Company of the Pricing Committee
Resolutions authorizing the issuance and sale of the Shares pursuant to the
Underwriting Agreement, the Shares will be duly authorized and, when issued and
delivered to the purchasers thereof against payment therefor in accordance with
the terms of the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
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The opinions expressed herein are limited to the corporate laws of
the State of Delaware, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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