<PAGE>
As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware 1311 75-2756163
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification
Number)
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
(Address of principal executive offices) (Zip Code)
--------------------------------
QUICKSILVER RESOURCES INC.
1999 STOCK OPTION AND RETENTION STOCK PLAN
(Full title of the plans)
----------------------------------
BILL LAMKIN
Executive Vice President, Chief Financial Officer, and Secretary
Quicksilver Resources Inc.
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
(Name and address of agent for service)
(817) 877-3151
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share price fee
- ---------- -------------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Common stock ($0.01 par value) 1,300,000 3.875 (2) $5,037,500 $1,329.90
</TABLE>
_______________________________________________________________________________
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the 1999 Stock Option and
Retention Stock Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of common stock of Quicksilver Resources Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the average of the high and low
prices per share of common stock of Quicksilver Resources Inc. as quoted on
the American Stock Exchange on January 6, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
----------------
In accordance with Rule 428 under the Securities Act of 1933, as
amended (the "1933 Act"), and the Note to Part I of Form S-8, the
information required by this item has been omitted from this
Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
-----------------------------------------------------------
In accordance with Rule 428 under the 1933 Act and the Note to Part I
of Form S-8, the information required by this item has been omitted
from this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Quicksilver Resources Inc. hereby incorporates by reference into this
Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) Registrant's prospectus filed with the SEC pursuant to Rule
424(b) of the 1933 Act in connection with the Registration
Statement No. 333-89229 on Form S-1 (the "S-1 Registration
Statement") filed with the SEC on October 18, 1999, together with
all amendments thereto, in which there is set forth audited
financial statements for the registrant's fiscal year ended
December 31, 1998; and
(b) The description of the registrant's outstanding common stock
contained in the S-1 Registration Statement, including any
amendment or report filed for the purpose of updating such
description.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c),14 or 15(d) of the Securities
Exchange Act of 1934 ("the 1934 Act") after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into 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.
------------------------------------------
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<PAGE>
Section 145 of the Delaware General Corporation Law ("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 (other than an action by or in the
right of the corporation) 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 the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, 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. Section
145 further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor 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 the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit 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 except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Delaware Court of Chancery or such
other court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.
Quicksilver's bylaws provide that indemnification shall be provided to
the fullest extent permitted by the DGCL for all current or former
directors or officers of Quicksilver.
As permitted by the DGCL, Quicksilver's certificate of incorporation
provides that directors of Quicksilver shall have no personal
liability to Quicksilver or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (1) for any breach of
the director's duty of loyalty to Quicksilver or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional
misconduct
II-2
<PAGE>
or a knowing violation of law, (3) for unlawful payments of dividends
or unlawful stock repurchases or redemptions as provided under Section
174 of the DGCL or (4) for any transaction from which a director
derived an improper personal benefit.
Reference is made to Section 7 of the underwriting agreement filed as
Exhibit 1.1 to the S-1 Registration Statement, indemnifying the
officers and directors of the registrant against certain liabilities.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is
made to the S-1 Registration Statement, which is
incorporated herein by reference pursuant to Item 3(b) of
this Registration Statement.
5 Opinion and consent of Cantey & Hanger, L.L.P.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Cantey & Hanger, L.L.P. is contained in Exhibit
5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
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 1933 Act, (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 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 clauses (1) (i) and (1) (ii) shall not apply if the information
required to be included in a post-effective
II-3
<PAGE>
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this Registration
Statement; (2) that for the purpose of determining any liability under
the 1933 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 registrant's 1999 Stock Option and Retention Stock Plan.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference into 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.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling
persons of the registrant pursuant to the indemnification provisions
summarized in Item 6 or otherwise, the registrant has been advised
that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the 1933 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 1933 Act and will be
governed by the final adjudication of such issue.
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 Fort Worth, State of Texas on January 10, 2000.
QUICKSILVER RESOURCES INC.
By: /s/ Glenn Darden
---------------------------------------
Glenn Darden
President and Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Quicksilver Resources Inc.,
a Delaware corporation, do hereby constitute and appoint Glenn Darden and Bill
Lamkin, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or either one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Thomas F. Darden Chairman of the Board January 10, 2000
- --------------------------------
Thomas F. Darden
/s/ Glenn M. Darden President, Chief Executive January 10, 2000
- ------------------------------- Officer and Director (principal
executive officer)
Glenn M. Darden
/s/ Bill Lamkin Executive Vice President, Chief January 10, 2000
- ------------------------------- Financial Officer and Secretary
Bill Lamkin (Principal financial and
accounting officer)
/s/ Frank Darden Director January 10, 2000
- -------------------------------
Frank Darden
/s/ Anne Darden Self Director January 10, 2000
- -------------------------------
Anne Darden Self
/s/ Steven M. Morris Director January 10, 2000
- -------------------------------
Steven M. Morris
/s/ W. Yandell Rogers, III Director January 10, 2000
- -------------------------------
W. Yandell Rogers, III
</TABLE>
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
QUICKSILVER RESOURCES INC.
EXHIBIT LIST
------------
Exhibit Number Exhibit
- -------------- -------
4 Instruments Defining Rights of Stockholders. Reference is
made to the S-1 Registration statement, which is
incorporated herein by reference pursuant to Item 3(b) of
this Registration Statement.
5 Opinion and consent of Cantey & Hanger, L.L.P.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Cantey & Hanger, L.L.P. is contained in Exhibit
5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
<PAGE>
EXHIBIT 5
January 10, 2000
Quicksilver Resources Inc.
1619 Pennsylvania Avenue
Fort Worth, Texas 76104
Re: Quicksilver Resources Inc. Registration Statement for
Offering of 1,300,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 1,300,000 shares of common
stock under your 1999 Stock Option and Retention Stock Plan. We advise you
that, in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the 1999 Stock Option and Retention Stock Plan and in
accordance with the Registration Statement, such shares will be validly issued,
fully paid and nonassessable shares of the Company's common stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Cantey & Hanger, L.L.P.
--------------------------------------------
CANTEY & HANGER, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Quicksilver Resources Inc. (the "Company") on Form S-8 of our report dated March
29, 1999, on the Company's combined consolidated financial statements for the
year ended December 31, 1998, appearing in Amendment No. 3 to Registration
Statement No. 333-89229 of Form S-1.
/s/ Deloitte & Touche L.L.P.
- --------------------------------------
DELOITTE & TOUCHE L.L.P.
Fort Worth, Texas
January 10, 2000
