As filed with the Securities and Exchange Commission on August 10, 2000
Registration No. 333-
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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PENDARIES PETROLEUM LTD.
(Exact name of registrant as specified in its charter)
Canada 52-2051576
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8 Greenway Plaza, Suite 910
Houston, Texas 77046
(Address of principal executive offices) (Zip Code)
PENDARIES PETROLEUM LTD.
1997 STOCK OPTION PLAN
AS AMENDED AND RESTATED
PENDARIES PETROLEUM LTD.
1997 COMPENSATION PLAN
(Full title of the plans)
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PHILIP R. HENRY, VICE PRESIDENT, CORP. SECRETARY
8 GREENWAY PLAZA, SUITE 910
HOUSTON, TEXAS 77046
(713) 355-2900
(Name, address and telephone number including area code of agent for service)
Copy to:
JUDY GECHMAN, ESQ.
JENKENS & GILCHRIST,
A PROFESSIONAL CORPORATION
1100 LOUISIANA, SUITE 1800
HOUSTON, TEXAS 77002
(713) 951-3300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3)(4) OFFERING PRICE(3)(4) FEE(3)(4)
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Common Shares, no par value per share 1,092,600 Shares $.59 - 13.30 $5,132,021.50 $1,355
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(1) Includes (i) 974,100 Common Shares issuable under the Pendaries
Petroleum Ltd. 1997 Stock Option Plan (the "SOP") and (ii) 118,500 Common Shares
issuable under the Pendaries Petroleum Ltd. 1997 Compensation Plan (the "SCP"
and, together with the SOP, the "Plans").
(2) Pursuant to Rule 416, this Registration Statement is deemed to
include additional Common Shares issuable under the terms of the Plans to
prevent dilution resulting from any future stock split, stock dividend or
similar transaction.
(3) Estimated solely for the purpose of calculating the registration
fee.
(4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price
per share of the Common Stock offered hereunder pursuant to the Plans is based
on (i) 494,500 Common Shares reserved for issuance under the Plans that have not
been issued or are not currently subject to outstanding stock options, at a
price per share of $3.095, which is the average of the highest and lowest
selling price per Common Shares on the American Stock Exchange, Inc. on August
4, 2000, and (ii) 598,100 Common Shares reserved for issuance under the SOP and
subject to stock options already granted thereunder at the following exercise
prices: (A) 122,000 shares at $2.00 per share, (B) 106,500 shares at $.94 per
share, (C) 58,600 shares at $.59 per share, (D) 61,000 shares at $7.51 per
share, (E) 5,000 shares at $7.70 per share, (F) 25,000 shares at $13.16 per
share, (G) 45,000 shares at $13.30 per share, (H) 75,000 shares at $12.29 per
share, and (I) 100,000 shares at $8.77 per share.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(2) the registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000;
(3) the description of the common shares, no par value, of the
registrant (the "Common Shares") set forth in the Registration Statement No.
1-14754 on Form 20-F, filed on June 18, 1998, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the registrant 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"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
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 Business Corporations Act (New Brunswick) provides that, except in
respect of an action by or on behalf of the corporation or a body corporate to
procure a judgment in its favor, a corporation may indemnify a director or
officer of the corporation, or a person who acts or acted at the corporation's
request as a director or officer of a body corporate of which the corporation is
or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges, and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer of such
corporation or body corporate, if:
o he acted honestly and in good faith with a view to the best interests
of the corporation; and
o in a case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
The Business Corporations Act (New Brunswick) provides that even if
such a person is named in an action by or on behalf of the corporation or body
corporate to procure a judgment in its favor, a corporation may indemnify such a
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person with court approval if such person meets the standards set forth in the
Business Corporation Act (New Brunswick). Additionally, a person named in the
Business Corporations Act (New Brunswick) is entitled to indemnity from the
corporation if the person seeking indemnity:
o was substantially successful on the merits in his defense of the
action or proceeding;
o fulfills the conditions set forth above; and
o is fairly and reasonably entitled to indemnity
Section 7.02 of our By-laws contains the same standards set forth in the
Business Corporations Act (New Brunswick), but makes indemnification in such
circumstances mandatory by Pendaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this registration
statement.
4.1 Pendaries Petroleum Ltd. 1997 Stock Option Plan, as Amended
and Restated
4.2 Pendaries Petroleum Ltd. 1997 Compensation Plan
5.1 Opinion of Stewart McKelvey Stirling Scales, as to the
legality of the shares being offered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Stewart McKelvey Stirling Scales (contained in
Exhibit 5.1)
24.1 Powers of Attorney (contained in the signature pages hereto)
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
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;
(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; and
(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.
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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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 provisions, 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 of 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, the registrant
certifies that it has reasonable grounds to believe that it meets all 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, Texas, on the 4th day of August, 2000.
PENDARIES PETROLEUM LTD.
By: /s/ Robert E. Rigney
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Robert E. Rigney
Chairman of the Board,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Bobby J. Fogle and Philip R.
Henry, and each of them, each with full power to act without the other, his true
and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE CAPACITY DATE
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/s/ Robert E. Rigney Chairman of the Board of Directors, Chief August 4, 2000
--------- Executive Oficer (Principal Executive Officer
Robert E. Rigney
/s/ Bobby J. Fogle Vice-President-Finance, Director (Principal August 4, 2000
--------- Financial & Accounting Officer)
Bobby J. Fogle
/s/ Shingyi Ho Vice-President, Director August 4, 2000
---------
Shingyi Ho
/s/ Ben F. Barnes Director August 4, 2000
---------
Ben F. Barnes
/s/ Paul H. Farrar Director August 4, 2000
---------
Paul H. Farrar
--------- Director August 4, 2000
James C. Roe
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INDEX TO EXHIBITS
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Sequential
Exhibit Page
Number Document Description Number
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4.1 Pendaries Petroleum Ltd. 1997 Stock Option Plan, as Amended
and Restated
4.2 Pendaries Petroleum Ltd. 1997 Compensation Plan
5.1 Opinion of Stewart McKelvey Stirling Scales, as to the
legality of the shares being offered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Stewart McKelvey Stirling Scales (contained in
Exhibit 5.1)
24.1 Powers of Attorney (contained in the signature pages hereto)
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