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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998
Registration 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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VISTA ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2766114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
550 WEST TEXAS AVENUE, SUITE 700
MIDLAND, TEXAS 79701
(Address of principal executive offices, including zip code)
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VISTA ENERGY RESOURCES, INC. 1998 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
C. RANDALL HILL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
VISTA ENERGY RESOURCES, INC.
550 WEST TEXAS AVENUE, SUITE 700
MIDLAND, TEXAS 79701
(915) 570-5045
(Name, address and telephone number of agent for service)
copy to:
A. WINSTON OXLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of securities Amount to be Proposed maximum maximum aggregate Amount of
to be registered registered offering price per unit(1) (offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share................... 900,000 $ 3.1875 $ 2,868,750 $ 798
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 and based
upon the average of the high and low prices reported on the American
Stock Exchange on November 4, 1998.
(2) If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered on
this Registration Statement changes, the provisions of Rule 416 shall
apply to this Registration Statement, and this Registration Statement
shall be deemed to cover the additional securities resulting from the
split of, or dividend on the securities covered by this Registration
Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by the Company, and are incorporated
herein by reference and made a part hereof:
(a) The Company's prospectus dated September 18, 1998, as filed
with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933;
(b) The description of the Company's Common Stock, $.01 par value
per share, contained in Item 1 of the Company's Registration
Statement on Form 8-A filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") on
October 26, 1998.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act 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 such
documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any subsequent filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eleven of the Certificate of Incorporation of the Company
provides that the Company shall indemnify its officers and directors to the
maximum extent allowed by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of the Company, however, indemnification is generally limited to
attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Company, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Company also has the power to purchase and maintain insurance for its
directors and officers. Additionally, Article Eleven of the Certificate of
Incorporation provides that, in the event that an officer or director files suit
against the Company seeking indemnification of liabilities or expenses incurred,
the burden will be on the Company to prove that the indemnification would not be
permitted under the Delaware General Corporation Law.
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The preceding discussion of the Company's Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law.
The Company has entered into indemnity agreements with its directors
and officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities at
the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 -- Vista Energy Resources, Inc. 1998 Key Employee Stock
Option Plan (incorporated by reference to the
Company's Registration Statement on Form S-4,
File No. 333-58495)
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Vinson & Elkins L.L.P. (set forth in
Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP, Independent Public
Accountants.
24.1 -- Powers of Attorney (included on the signature page of
this Registration Statement).
ITEM 9. UNDERTAKINGS.
The Company 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 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
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(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 (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
Company pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purposes 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Company 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, State of Texas, on the 5th day of
November, 1998.
VISTA ENERGY RESOURCES, INC.
By: /s/ C. Randall Hill
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C. Randall Hill
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Randall Hill as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments, including pre- and post-effective amendments, to this
Registration Statement, and any registration statement relating to the offering
covered by this Registration Statement and filed pursuant to Rule 462(b) under
the Securities Act, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorney-in-fact and agent 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 attorney-in-fact and agent or his substitute 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 date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ C. Randall Hill Chairman of the Board and Chief Executive November 5, 1998
- -------------------------------------------- Officer (principal executive officer,
C. Randall Hill principal financial officer, and principal
accounting officer)
/s/ Steven D. Gray President and Director November 5, 1998
- --------------------------------------------
Steven D. Gray
/s/ Kenneth A. Hersh Director November 5, 1998
- --------------------------------------------
Kenneth A. Hersh
/s/ David R. Albin Director November 5, 1998
- --------------------------------------------
David R. Albin
/s/ John S. Foster Director November 5, 1998
- --------------------------------------------
John S. Foster
/s/ John Q. Adams Director November 5, 1998
- --------------------------------------------
John Q. Adams
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 -- Vista Energy Resources, Inc. 1998 Key Employee Stock
Option Plan (incorporated by reference to the
Company's Registration Statement on Form S-4,
File No. 333-58495)
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Vinson & Elkins L.L.P. (set forth in
Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP, Independent Public
Accountants
24.1 -- Powers of Attorney (included on the signature page of
this Registration Statement).
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EXHIBIT 5.1
[LETTERHEAD OF VINSON & ELKINS L.L.P.]
November 6, 1998
Vista Energy Resources, Inc.
550 West Texas Avenue, Suite 700
Midland, Texas 79701
Ladies and Gentlemen:
We have acted as counsel for Vista Energy Resources, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration on
Form S-8 under the Securities Act of 1933, as amended (the "Act"), of 900,000
shares (the "Shares") of common stock (the "Common Stock"), par value $0.01 per
share, of the Company, as that number may be adjusted from time to time pursuant
to the provisions of the Vista Energy Resources, Inc. 1998 Key Employee Stock
Option Plan (as amended, the "Plan"), that may be issued pursuant to the Plan
under the Company's Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission").
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement on Form S-8,
(ii) the Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware, (iii) the Bylaws of the Company,
(iv) certain minutes of meetings of, and resolutions adopted by, the Board of
Directors of the Company relating to the Plan and (v) the Plan.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and complete
copies of the originals thereof, and (v) all persons executing and delivering
the documents we examined were competent to execute and deliver such documents.
We have also assumed that the Company will receive the full amount and
type of consideration (as specified in the Plan) for each of the Shares upon
issuance, that such consideration will be in cash, personal property, or
services already performed, that such consideration will equal or exceed the par
value per share of Common Stock, that appropriate certificates evidencing the
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Vista Energy Resources, Inc.
November 6, 1998
Page 2
Shares will be properly executed upon such issuance, and that each grant of an
award pursuant to the Plan will be duly authorized.
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that each share of Common
Stock, when issued in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
This opinion is limited in all respects to the laws of the State of
Texas, the Delaware General Corporation Law and the federal laws of the United
States of America. You should be aware that we are not admitted to the practice
of law in the State of Delaware.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 16, 1998
included in Vista Energy Resources, Inc. Form S-4 (Registration No. 333-58495)
and to all references to our Firm included in the attached registration
statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
November 2, 1998
