<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
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)
--------------------
VISTA ENERGY RESOURCES, INC. 1999 KEY EMPLOYEE RESTRICTED STOCK 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
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................... 61,292 $ 1.781 $ 109,161 $ 31
- ----------------------------------------------------------------------------------------------------------------------------
</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 May 25, 1999.
(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.
================================================================================
<PAGE> 2
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 Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as filed with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act").;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, as filed with the Commission pursuant to
the Exchange Act;
(c) The Company's Current Report on Form 8-K/A dated March 3,
1999, as filed with the Commission pursuant to the Exchange
Act; and
(d) 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 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
statement.
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
II-1
<PAGE> 3
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.
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:
<TABLE>
<S> <C>
4.1 -- Vista Energy Resources, Inc. 1999 Key Employee Restricted Stock Plan
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, Certified Public Accountants
24.1 -- Powers of Attorney (included on the signature page of this Registration Statement).
</TABLE>
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 (if the total
dollar value 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%
II-2
<PAGE> 4
change in the maximum aggregate offering price set forth in the
"Calculation of Registration fee" table in the effective Registration
Statement; and
(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.
II-3
<PAGE> 5
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 28th day of May,
1999.
VISTA ENERGY RESOURCES, INC.
By: /s/ C. RANDALL HILL
-------------------------------------------------
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
--------- -------- ----
<S> <C> <C>
/s/ C. RANDALL HILL Chairman of the Board and Chief Executive May 28, 1999
- ----------------------------------- Officer (principal executive officer, principal
C. Randall Hill financial officer, and principal accounting
officer)
/s/ STEVEN D. GRAY President and Director
- ----------------------------------- May 28, 1999
Steven D. Gray
/s/ KENNETH A. HERSH Director May 28, 1999
- -----------------------------------
Kenneth A. Hersh
/s/ DAVID R. ALBIN Director May 28, 1999
- -----------------------------------
David R. Albin
/s/ JOHN S. FOSTER Director May 28, 1999
- -----------------------------------
John S. Foster
/s/ JOHN Q. ADAMS Director May 28, 1999
- -----------------------------------
John Q. Adams
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 -- Vista Energy Resources, Inc. 1999 Key Employee Restricted Stock Plan
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, Certified Public Accountants
24.1 -- Powers of Attorney (included on the signature page of this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
VISTA ENERGY RESOURCES, INC.
1999 KEY EMPLOYEE RESTRICTED STOCK PLAN
1. Purpose.
Vista Energy Resources, Inc., a Delaware corporation (herein, together
with its successors, referred to as the "Company"), by means of this 1999
Restricted Stock Plan (the "Plan"), desires to afford certain individuals and
key employees of the Company and any parent corporation or subsidiary
corporation thereof now existing or hereafter formed or acquired (such parent
and subsidiary corporations sometimes referred to herein as "Related Entities")
who are responsible for the continued growth of the Company an opportunity to
acquire a proprietary interest in the Company, and thus to create in such
persons an increased interest in and a greater concern for the welfare of the
Company and any Related Entities. As used in the Plan, the terms "parent
corporation" and "subsidiary corporation" shall mean, respectively, a
corporation within the definition of such terms contained in Sections 424(e) and
424(f), respectively, of the Internal Revenue Code of 1986, as amended (the
"Code").
The Restricted Stock Awards (as hereinafter defined), and the shares of
Common Stock (as hereinafter defined) acquired pursuant to such Restricted Stock
Awards are a matter of separate inducement and are not in lieu of any salary or
other compensation for services.
2. Administration.
a. Committee. The Board of Directors of the Company (the "Board of
Directors) shall administer the Plan with respect to all Key Employees (as
hereinafter defined) or Eligible Non-Employees (as hereinafter defined) or may
delegate all or part of its duties under this Plan to any committee appointed by
the Board of Directors (the "Committee") or to any officer or committee of
officers of the Company, subject in each case to such conditions and limitations
as the Board of Directors may establish and subject to the following sentence.
Unless a majority of the members of the Board of Directors determines otherwise:
(a) the Committee shall be constituted in a manner that satisfies the
requirements of Rule 16b-3, which Committee shall administer the Plan with
respect to all Key Employees or Eligible Non-Employees who are subject to
Section 16 of the Exchange Act in a manner that satisfies the requirements of
Rule 16b-3; and (b) the Committee shall be constituted in a manner that
satisfies the requirements of Section 162(m), which Committee shall administer
the Plan with respect to "performance-based compensation" for all Key Employees
or Eligible Non-Employees who are reasonably expected to be "covered employees"
as those terms are defined in Section 162(m). The number of persons that shall
constitute the Committee shall be determined from time to time by a majority of
all the members of the Board of Directors. Except for references in Sections
2(a), 2(b), and 2(c) and unless the context otherwise requires, references
herein to the Committee shall also refer to the Board of Directors as
administrator of the Plan for Key Employees or Eligible Non-Employees or to the
appropriate delegate of the Committee or the Board of Directors.
b. Duration, Removal, Etc. The members of the Committee shall serve at
the pleasure of the Board of Directors, which shall have the power, at any time
and from time to time, to remove members from or add members to the Committee.
Removal from the Committee may be with or
<PAGE> 2
without cause. Any individual serving as a member of the Committee shall have
the right to resign from membership in the Committee by written notice to the
Board of Directors. The Board of Directors, and not the remaining members of the
Committee, shall have the power and authority to fill vacancies on the
Committee, however caused.
c. Meetings and Actions of Committee. The Board of Directors shall
designate which of the Committee members shall be the chairman of the Committee.
If the Board of Directors fails to designate a Committee chairman, the members
of the Committee shall elect one of the Committee members as chairman, who shall
act as chairman until he ceases to be a member of the Committee or until the
Board of Directors elects a new chairman. The Committee shall hold its meetings
at those times and places as the chairman of the Committee may determine. At all
meetings of the Committee, a quorum for the transaction of business shall be
required, and a quorum shall be deemed present if at least a majority of the
members of the Committee are present. At any meeting of the Committee, each
member shall have one vote. All decisions and determinations of the Committee
shall be made by the majority vote or majority decision of all of its members
present at a meeting at which a quorum is present; provided, however, that any
decision or determination reduced to writing and signed by all of the members of
the Committee shall be as fully effective as if it had been made at a meeting
that was duly called and held. The Committee may make any rules and regulations
as it may deem advisable for the conduct of its business that are not
inconsistent with the provisions of the Plan, the certificate of incorporation
of the Company, the by-laws of the Company, Rule 16b-3 so long as it is
applicable, and Section 162(m) so long as it is applicable.
3. Shares Available.
The maximum aggregate number of shares of Common Stock, $.01 par value,
of the Company ("Common Stock") in respect of which Restricted Stock Awards may
be granted for all purposes under the Plan shall be 61,292 shares. If, for any
reason, any shares as to which Restricted Stock Awards have been granted cease
to be subject thereto by reason of the forfeiture of such Restricted Stock
Award, such shares shall thereafter be available for grants under the Plan.
Restricted Stock Awards granted under the Plan may be fulfilled in accordance
with the terms of the Plan with (i) authorized and unissued shares of the Common
Stock, (ii) issued shares of such Common Stock held in the Company's treasury,
or (iii) issued shares of Common Stock reacquired by the Company in each
situation as the Board of Directors or the Committee may determine from time to
time.
4. Eligibility and Bases of Participation.
Grants of Restricted Stock Awards may be made under the Plan, subject
to and in accordance with Section 6, to Key Employees or Eligible Non-Employees.
As used herein, the term "Key Employee" shall mean any employee of the Company
or any Related Entity, including officers and directors of the Company or any
Related Entity who are also employees of the Company or any Related Entity, who
is regularly employed on a salaried basis and who is so employed on the date of
such grant, whom the Committee identifies as having a direct and significant
effect on the performance of the Company or any Related Entity. As used herein,
the term "Eligible Non-Employee" shall mean any person or entity of any nature
whatsoever, specifically including an individual, a firm, a company, a
corporation, a partnership, a trust, or other entity (collectively, a
<PAGE> 3
"Person"), that the Committee designates as eligible for a grant of Restricted
Stock Awards pursuant to this Plan because such Person performs bona fide
consulting, advisory, or other services for the Company or any Related Entity
(other than services in connection with the offer or sale of securities in a
capital-raising transaction) and the Board of Directors or the Committee
determines that the Person has a direct and significant effect on the financial
development of the Company or any Related Entity.
The adoption of this Plan shall not be deemed to give any Person a
right to be granted any Restricted Stock Awards.
Notwithstanding any other provision of this Plan to the contrary, with
respect to the grant of any Restricted Stock Awards to any Key Employee or
Eligible Non-Employee, the Committee shall first determine the number of shares
in respect of which Restricted Stock Awards are to be granted to such Key
Employee or Eligible Non-Employee and shall then cause to be granted to such Key
Employee or Eligible Non-Employee a Restricted Stock Award exercisable for such
shares.
5. Authority of Committee.
Subject to the express provisions of the Plan and any applicable law
with which the Company intends the Plan to comply, the Committee shall have the
authority, in its sole and absolute discretion, (a) to adopt, amend, and rescind
administrative and interpretive rules and regulations relating to the Plan,
including without limitation to adopt and observe such procedures concerning the
counting of Restricted Stock Awards against the Plan and individual maximums as
it may deem appropriate from time to time; (b) to determine the Key Employees or
Eligible Non-Employees to whom, and the time or times at which, Restricted Stock
Awards shall be granted; (c) to determine the number of shares of Common Stock,
that shall be the subject of each Restricted Stock Award; (d) to determine the
terms and provisions of each award evidencing Restricted Stock Awards granted
hereunder (which need not be identical), including provisions defining or
otherwise relating to (i) the extent to which the transferability of shares of
Common Stock issued or transferred pursuant to any Restricted Stock Award is
restricted, (ii) the effect of termination of employment on the Restricted Stock
Award, and (iii) the effect of approved leaves of absence; (e) to construe the
respective awards evidencing Restricted Stock Awards granted hereunder and the
Plan; (f) to delegate its duties under the Plan to such agents as it may appoint
from time to time, subject to the second sentence of Section 2(a); and (g) to
make all other determinations, perform all other acts, and exercise all other
powers and authority necessary or advisable for administering the Plan,
including the delegation of those ministerial acts and responsibilities as the
Committee deems appropriate. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, in any Restricted Stock
Award, or in any awards evidencing Restricted Stock Awards granted hereunder in
the manner and to the extent it deems necessary or desirable to carry the Plan
into effect, and the Committee shall be the sole and final judge of that
necessity or desirability. The determinations of the Committee on the matters
referred to in this Section 5 shall be final and conclusive. The Committee shall
not have the power to appoint members of the Committee or to terminate, modify,
or amend the Plan. Those powers are vested in the Board of Directors.
From time to time, the Board of Directors and appropriate officers of
the Company shall be and are authorized to take whatever actions are necessary
to file required documents with
<PAGE> 4
governmental authorities, stock exchanges, and other appropriate Persons to make
shares of Common Stock available for issuance pursuant to awards evidencing
Restricted Stock Awards granted hereunder.
6. Grant of Restricted Stock.
Subject to the express provisions of this Plan, the Committee shall
have the authority to grant to Key Employees and Eligible Non-Employees awards
of shares of Common Stock ("Restricted Stock Awards") pursuant to which the
shares of Common Stock received pursuant to a Restricted Stock Award may not be
sold, assigned, pledged, hypothecated, transferred, or otherwise disposed of
until the restrictions applicable to such shares have lapsed pursuant to Section
7. Each Restricted Stock Award shall be evidenced by an Award Agreement in the
form of Exhibit "A" hereto ("Award Agreement").
7. Lapse of Restrictions.
Unless the Committee specifies a longer period of time, the
restrictions with respect to a Restricted Stock Award shall lapse on all of the
shares subject thereto as of the 30th day following the date on which the award
of the Restricted Stock Award was approved by a resolution of the Committee.
8. Privileges of a Stockholder.
Subject to the restrictions described in Section 6, the recipient of a
Restricted Stock Award shall have all voting, dividend, liquidation, and other
rights with respect to shares of Common Stock received by him pursuant to a
Restricted Stock Award under this Plan.
9. Enforcement of Restrictions.
The Committee shall cause a legend to be placed on the certificates
representing the shares of Common Stock issued pursuant to each Restricted Stock
Award referring to the restrictions imposed under the Plan and, in addition, may
in its sole discretion require one or more of the following methods of enforcing
such restrictions:
a. Requiring the recipient to keep the certificates, duly
endorsed, in the custody of the Company while the restrictions
remain in effect; or
b. Requiring that the certificates, duly endorsed, be held in the
custody of a third party while the restrictions remain in
effect.
10. Change of Control.
If (i) a Change of Control shall occur or (ii) the Company shall enter
into an agreement providing for a Change of Control, then the Committee may
declare any or all restrictions relating to outstanding Restricted Stock Awards
to be lapsed at such time or times as the Committee shall determine,
notwithstanding the express provisions of such Restricted Stock Awards.
<PAGE> 5
11. Compliance with Securities Laws.
The Company shall not in any event be obligated hereunder to file any
registration statement under the Securities Act or any applicable state
securities law with respect to the transfer of any shares of Common Stock issued
pursuant to a Restricted Stock Award.
Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER
HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN
THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE,
PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE
APPLICABLE FEDERAL OR STATE LAWS.
This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.
12. Withholding Taxes.
By acceptance of the Restricted Stock Award, the recipient will be
deemed to (i) agree to reimburse the Company or Related Entity by which the
recipient is employed for any federal, state, or local taxes required by any
government to be withheld or otherwise deducted by such corporation in respect
of the vesting of a Restricted Stock Award; (ii) authorize the Company or any
Related Entity by which the recipient is employed to withhold from any cash
compensation paid to the recipient or in the recipient's behalf, an amount
sufficient to discharge any federal, state, and local taxes imposed on the
Company, or the Related Entity by which the recipient is employed, and which
otherwise has not been reimbursed by the recipient, in respect of the vesting of
a Restricted Stock Award; and (iii) agree that the Company may, in its
discretion, hold the stock certificate to which the recipient is otherwise
entitled as security for the payment of the aforementioned withholding tax
liability, until cash sufficient to pay that liability has been accumulated.
13. Costs and Expenses.
The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Restricted Stock Award nor to any
employee receiving an Restricted Stock Award.
<PAGE> 6
14. Funding of Plan.
The Plan shall be unfunded. The Company shall not be required to make
any segregation of assets to assure the payment of any Restricted Stock Award
under the Plan.
15. Other Incentive Plans.
The adoption of the Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees.
16. Effect on Employment.
Nothing contained in the Plan or any agreement related hereto or
referred to herein shall affect, or be construed as affecting, the terms of
employment of any Key Employee except to the extent specifically provided herein
or therein. Nothing contained in the Plan or any agreement related hereto or
referred to herein shall impose, or be construed as imposing, an obligation on
(i) the Company or any Related Entity to continue the employment of any Key
Employee, and (ii) any Key Employee to remain in the employ of the Company or
any Related Entity.
17. Definitions.
In addition to the terms specifically defined elsewhere in the Plan, as
used in the Plan, the following terms shall have the respective meanings
indicated:
a. "Affiliate" shall mean, as to any Person, a Person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control
with, such Person.
b. "Board of Directors" shall have the meaning set forth in
Section 2 hereof.
c. "Change of Control" shall mean the first to occur of the
following events: (i) any sale, lease, exchange, or other
transfer (in one transaction or series of related
transactions) of all or substantially all of the assets of the
Company to any Person or group of related Persons for purposes
of Section 13(d) of the Exchange Act, (ii) a majority of the
Board of Directors of the Company shall consist of Persons who
are not Continuing Directors; or (iii) the acquisition by any
Person or Group (other than Natural Gas Partners II, L.P.,
Natural Gas Partners III, L.P. or any Affiliate thereof) of
the power, directly or indirectly, to vote or direct the
voting of securities having more than 50% of the ordinary
voting power for the election of directors of the Company.
d. "Code" shall have the meaning set forth in Section 1 hereof.
e. "Committee" shall have the meaning set forth in Section 2
hereof.
<PAGE> 7
f. "Common Stock" shall have the meaning set forth in Section 3
hereof.
g. "Company" shall have the meaning set forth in Section 1
hereof.
h. "Continuing Director" shall mean, as of the date of
determination, any Person who (i) was a member of the Board of
Directors of the Company immediately after the Effective Time
or (ii) was nominated for election or elected to the Board of
Directors of the Company with the affirmative vote of a
majority of the Continuing Directors who were members of such
Board of Directors at the time of such nomination or election.
i. "Eligible Non-Employee" shall have the meaning set forth in
Section 4 hereof.
j. "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
k. The term "included" when used herein shall mean "including,
but not limited to".
l. "Key Employee" shall have the meaning set forth in Section 4
hereof.
m. "Person" shall have the meaning set forth in Section 4 hereof,
n. "Plan" shall have the meaning set forth in Section 1 hereof.
o. "Related Entities" shall have the meaning set forth in Section
1 hereof.
p. "Rule 16b-3" shall mean Rule 16b-3, as amended, or other
applicable rules under Section 16(b) of the Exchange Act.
q. "Section 162(m)" means Section 162(m) of the Code and the
rules and regulations adopted from time to time thereunder, or
any successor law or rule as it may be amended from time to
time.
r. "Securities Act" shall mean the Securities Act of 1933.
s. "Subsidiary" shall mean, with respect to any Person, any other
Person of which such first Person owns or has the power to
vote, directly or indirectly, securities representing a
majority of the votes ordinarily entitled to be cast for the
election of directors or other governing Persons.
18. Amendment of Plan.
The Board of Directors shall have the right to amend, modify, suspend
or terminate the Plan at any time; provided, that no amendment shall be made
which shall increase the total number of shares of the Common Stock which may be
issued and sold pursuant to Restricted Stock Awards granted under the Plan
unless such amendment is made by or with the approval of the stockholders. The
Board of Directors shall have the right to amend the Plan and the Restricted
Stock Awards
<PAGE> 8
outstanding thereunder, without the consent or joinder of any recipient or other
Person, in such manner as may be determined necessary or appropriate by the
Board of Directors in order to cause the Plan and the Restricted Stock Awards
outstanding thereunder (i) to comply with Rule 16b-3 (or any successor rule)
under the Exchange Act (or any successor law) and the regulations (including any
temporary regulations) promulgated thereunder, or (ii) to comply with Section
162(m) of the Code (or any successor section) and the regulations (including any
temporary regulations) promulgated thereunder. Except as provided above, no
amendment, modification, suspension or termination of the Plan shall alter or
impair any Restricted Stock Awards previously granted under the Plan, without
the consent of the holder thereof.
19. Individual Limitations on Awards.
No Person may be granted during any one year period, Restricted Stock
Awards with respect to more than 10,000 shares of Common Stock. If a Restricted
Stock Award is canceled, the canceled Restricted Stock Award shall continue to
be counted against the maximum number of shares of Common Stock for which
Restricted Stock Awards may be granted to such Person under the Plan.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF VINSON & ELKINS L.L.P.]
May 27, 1999
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 under
the Securities Act of 1933, as amended (the "Act"), of 61,292 shares of common
stock (the "Shares"), par value $0.01 per share, of the Company, that may be
awarded pursuant to the provisions of the Vista Energy Resources, Inc. 1999 Key
Employee Restricted Stock Plan (the "Plan") under the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange 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, (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 and the Compensation Committee 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 note that the Shares are currently issued and held by the Company as
treasury stock. We have assumed that in connection with the original issuance of
the Shares that the Company received consideration in the form of cash, personal
property, or services already performed, and that such consideration equaled or
exceeded the par value of a Share.
<PAGE> 2
Vista Energy Resources, Inc.
May 27, 1999
Page 2
In addition, we have assumed that appropriate certificates evidencing
each Share will be properly executed upon its award pursuant to the Plan, 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, when
awarded 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 Delaware General
Corporation Law. 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.
<PAGE> 1
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
March 29, 1999 included in Vista Energy Resources, Inc.'s Form 10-K for the year
ended December 31, 1998 and our report dated February 25, 1999 included in Vista
Energy Resources, Inc.'s Form 8-K/A and to all references to our Firm included
in this registration statement.
Dallas, Texas /s/ ARTHUR ANDERSEN, LLP
May 25, 1998
