As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. ___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOMAIN ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 76-0526147
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
16801 GREENSPOINT PARK DRIVE
SUITE 200
HOUSTON, TEXAS 77060
(281) 618-1800
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
DOMAIN ENERGY CORPORATION 401(K) PLAN
(Full Title of Plan)
MICHAEL V. RONCA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
P.O. BOX 2229
HOUSTON, TEXAS 77252-2229
(281) 618-1800
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
JAMES L. RICE III, ESQ.
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
(713) 546-5000
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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Title of Securities to be Registered Registered(1) Offering Price Per Share Aggregate Offering Price Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 458,053 shares (2) Not Applicable Not Applicable $2,568
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<FN>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933, as amended.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
the registration fee was computed on the basis of the market value of the
458,053 shares of Common Stock to be registered hereby (computed based upon (i)
the amount of contributions which it is estimated may be invested in Common
Stock of the Registrant under the Plan during the ten year period following the
effectiveness of the Registration Statement ($8,473,982) and (ii) the investment
of such amount in Common Stock of the Registrant at a purchase price of $18.50
per share, the average of the high and low prices per share of Common Stock of
the Registrant on the New York Stock Exchange on October 14, 1997), computed in
accordance with Rule 457(c) on the basis of the average of the high and low
prices per share of Common Stock of the Registrant on the New York Stock
Exchange on October 14, 1997 ($18.50).
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</FN>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
Item 2.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in the Section 10(a) Prospectus),
other documents required to be delivered to eligible employees pursuant to Rule
428(b) and additional information about the Domain Energy Corporation 401(k)
Plan (the "Plan") and its administrator is available without charge by
contacting:
Domain Energy Corporation
P.O. Box 2229
Houston, Texas 77252-2229
(281) 618-1800
Attention: Rick G. Lester
Vice President, Chief Financial
Officer and Treasurer
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Domain
Energy Corporation (the "Company") are incorporated herein by reference:
(a) The Company's Prospectus filed pursuant to Rule 424(b)
under the Securities Act on June 24, 1997;
(b) The Company's Current Report on Form 8-K filed on July 16,
1997 and the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997 filed on August 13, 1997; and
(c) The description of the Company's Common Stock, par value
$.01 per share, contained in Amendment No. 1 to the Company's Registration
Statement on Form 8-A, filed with the Commission on June 23, 1997, and including
any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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 respective date of
filing of each such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law (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 Amended
and Restated Certificate of Incorporation 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
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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 Amended and Restated Certificate of Incorporation
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 - Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference herein to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1997 filed on August 13, 1997).
4.2 - Second Amended and Restated By-laws of the Company (incorporated
by reference herein to Exhibit 3.2 of the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1997
filed on August 13, 1997).
23.1 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney (set forth on the signature page to this
Registration Statement).
The undersigned registrant hereby undertakes to submit, or has
submitted, the Plan and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
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;
(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 and 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 20
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percent 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) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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 from 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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the 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.
(c) 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 foregoing
provi- sions, or otherwise, the registrant has been advised that in
the opinion of the 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 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 Securities 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, 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 Houston, State of Texas, on this 14th day of
October 1997.
DOMAIN ENERGY CORPORATION
By: /s/ Rick G. Lester
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Name: Rick G. Lester
Title: Vice President, Chief
Financial Officer and
and Treasurer
POWERS OF ATTORNEY
Each person whose signature appears below hereby designates,
constitutes and appoints Michael V. Ronca and Rick G. Lester, and each of them
(with full power to each of them to act alone), as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
(the "Attorneys-in- Fact"), 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 on Form S-8 (the "Registration
Statement"), which amendments may make such changes in the Registration
Statement as either Attorney-in-Fact deems appropriate, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such Attorneys-in-Fact,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, 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 or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
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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 date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Michael V. Ronca President, Chief Executive Officer October 14, 1997
- ---------------------------- and Director (principal executive
Michael V. Ronca officer)
/s/ Rick G. Lester Vice President, Chief Financial October 14, 1997
- ---------------------------- Officer and Treasurer (principal
Rick G. Lester financial and accounting officer)
/s/ Jonathan S. Linker Chairman of the Board October 14, 1997
- ----------------------------
Jonathan S. Linker
/s/ William E. Macaulay Director October 14, 1997
- ----------------------------
William E. Macaulay
/s/ Steven H. Pruett Director October 14, 1997
- ----------------------------
Steven H. Pruett
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 - Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference herein to Exhibit 3.1 of
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 filed on August 13, 1997).
4.2 - Second Amended and Restated By-laws of the Company
(incorporated by reference herein to Exhibit 3.2 of the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 filed on August 13, 1997).
23.1 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney (set forth on the signature page to this
Registration Statement).
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Domain Energy Corporation on Form S-8 pertaining to the Domain Energy
Corporation 401(k) Plan of our reports dated April 3, 1997 (June 20, 1997 as to
Note 7) and June 13, 1997, appearing in the Prospectus of Domain Energy
Corporation filed on June 24, 1997 pursuant to Rule 424(b) under the Securities
Act of 1933, as amended.
DELOITTE & TOUCHE LLP
Houston, Texas
October 13, 1997
