<PAGE>
As filed with the Securities and Exchange Commission on May 25, 2000
Registration Statement No. 333-34970
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
PURE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2952918
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 West Texas, Suite 200 79701
Midland, Texas 79701 (Zip Code)
(Address of principal executive offices)
------------------------
Titan Exploration, Inc. 1996 Incentive Plan
Offshore Energy Development Corporation 1996 Stock Awards Plan
Titan Exploration, Inc. 1999 Stock Option Plan
(Full title of plans)
------------------------
Jack D. Hightower
500 West Texas, Suite 200
Midland, Texas 79701
(915) 498-8600
(Name, address and telephone number of agent for service)
Copy to:
Joe Dannenmaier
Thompson & Knight L.L.P.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
(214) 969-1700
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered (1) price per share aggregate offering price registration fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 458,015
shares (2) (2) (2)
=================================================================================================================================
</TABLE>
(1) These shares were previously registered on the Registration Statement on
Form S-4 to which this amendment relates. Pursuant to Rule 416, this
Registration Statement shall also be deemed to register such additional
indeterminate shares as may be issuable as a result of a stock split, stock
dividend or similar transaction with respect to the shares covered hereby.
(2) Not applicable. All filing fees payable in connection with the registration
statement of these securities were paid in connection with the filing of
the Registration Statement on Form S-4 to which this amendment relates. See
"Introductory Statement."
================================================================================
<PAGE>
INTRODUCTORY STATEMENT
Pure Resources, Inc. (the "Registrant") hereby amends its Registration
Statement on Form S-4 (No. 333-34970) (the "Form S-4") by filing this Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 (the "Post-Effective
Amendment" or the "Registration Statement") relating to the offer and sale of up
to 458,015 previously registered shares of common stock, par value $.01 per
share, of the Registrant ("Registrant Common Stock") issuable upon the exercise
of stock options granted under the following plans: Titan Exploration, Inc.
1996 Incentive Plan, Offshore Energy Development Corporation 1996 Stock Awards
Plan and Titan Exploration, Inc. 1999 Stock Option Plan (the "Plans").
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated
as of December 13, 1999, as amended, Titan Exploration, Inc. ("Titan") and the
Registrant intend to consummate on May 25, 2000 a merger (the "Merger") whereby
a wholly-owned subsidiary of the Registrant will be merged with and into Titan,
with Titan surviving the Merger as a wholly-owned subsidiary of the Registrant.
In the Merger, shares of Titan common stock will be converted into the right to
receive shares of the Registrant's common stock. In addition, as a result of the
Merger, each outstanding option granted pursuant to the Plans will no longer be
settled in shares of common stock of Titan, but instead will be settled in
shares of Registrant Common Stock. The Post-Effective Amendment relates to the
offer and sale after the Merger of Registrant Common Stock pursuant to the
Plans.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-----------------------------------------------------------
_____________
* Information required by Part I is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to
Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:
(1) The proxy statement/prospectus included in the Registrant's
Registration Statement on Form S-4 (No. 333-34970) filed on April 18,
2000.
(2) The description of the Registrant's Common Stock, $.01 par value per
share, contained in the Registration Statement on Form 8-A of the
Company heretofore filed with the Commission, including any amendments
or reports filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 of such documents. Any statement contained in a
document incorporated or deemed to be 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 other subsequently
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. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to Pure Resources, Inc., 500 West Texas, Suite
200, Midland, Texas 79701, Attention: Corporate Secretary, (915) 498-8600.
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(b) of the Delaware General Corporation Law ("DGCL") allows a
corporation to include in its certificate of incorporation a provision to
eliminate or limit the personal liability of a director to the registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except in cases where the director breached his or her duty of loyalty to the
registrant or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of a law, willfully or negligently
authorized the unlawful payment of a dividend or approved an illegal stock
repurchase (as provided in Section 174 of the DGCL) or obtained an improper
personal benefit. The registrant's certificate of incorporation, as amended,
contains provisions that eliminate directors' personal liability, in certain
circumstances, as set forth below.
II-1
<PAGE>
The registrant's certificate of incorporation, as amended, provides, that a
director will not be personally liable to the registrant or its stockholders for
monetary damages for breach of duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit.
The registrant's certificate of incorporation, as amended, provides that
each person who was or is made a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the registrant, or serves, in any capacity,
any corporation, partnership or other entity in which the registrant has a
partnership or other interest, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the registrant to the fullest extent authorized
by the DGCL, as the same exists or may hereafter be amended (but, in case of any
such amendment, only to the extent that such amendment permits the registrant to
provide broader indemnification rights than said law permitted the registrant to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators.
Pursuant to the registrant's certificate of incorporation, as amended, it
shall indemnify and hold harmless in such manner any person designated by the
Board of Directors, or any authorized committee thereof, as a person subject to
this indemnification provision, and who was or is made a party or is threatened
to be made a party to a proceeding by reason of the fact that he, she or a
person of whom he or she is the legal representative, is or was serving at the
request of the Board of Directors of the registrant as a director, officer,
employee or agent of another corporation or a partnership, joint venture, trust
or other enterprise whether such request is made before or after the acts taken
or allegedly taken or events occurring or allegedly occurring which give rise to
such proceeding.
The registrant has a duty to indemnify any person seeking indemnification
pursuant to the registrant's certificate of incorporation in connection with a
proceeding (or part thereof) initiated by that person only if the proceeding (or
part thereof) was authorized by the Board of Directors of the registrant.
The registrant may, by action of its Board of Directors, provide
indemnification to employees or agents of the registrant with the same scope and
effect as the foregoing indemnification of directors and officers.
The registrant may maintain insurance, at its expense, to protect itself
and any director officer, employee or agent of the registrant or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the registrant would have the
power to indemnify such person against such expense, liability or loss under the
DGCL.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following documents are filed as exhibits to this Registration
Statement:
4.1 Titan Exploration, Inc. 1999 Stock Option Plan (filed as
Exhibit 10.2 to Titan Exploration, Inc.'s Current Report on
Form 8-K, as filed on June 11, 1999, and incorporated herein by
reference).
II-2
<PAGE>
4.2 Titan Exploration, Inc. 1996 Incentive Plan (filed as Exhibit
10.9 to Titan Exploration, Inc.'s Registration Statement on
Form S-1 (no. 333-14029), and incorporated herein by
reference).
4.3 Offshore Energy Development Corporation 1996 Stock Awards Plan
(filed as Exhibit 10.22 to the Registration Statement on Form
S-1 (Registration No. 33-11269) of Offshore Energy Development
Corporation, and incorporated herein by reference).
4.4 Agreement and Plan of Merger, dated as of December 13, 1999, by
and among Union Oil Company of California, Pure Resources, Inc.
(formerly named Titan Resources Holdings, Inc.), TRH, Inc. and
Titan Exploration, Inc. and Amendment No. 1 to Merger Agreement
dated as of April 14, 2000 (filed as Exhibit 2.1 to Titan
Exploration, Inc.'s Current Report on Form 8-K filed on
December 23, 1999 and Exhibit 2.2 to the Registrant's Form S-4
(No. 333-34970) and incorporated herein by reference).
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Thompson & Knight L.L.P. (included in the opinion of
Thompson & Knight L.L.P. filed herewith as Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Williamson Petroleum Consultants, Inc., independent
petroleum engineers.
23.5 Consent of Gary Dupriest, Vice President of Pure Resources.
23.6 Consent of Twachtman Snyder & Byrd, Inc., independent
consultants.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
Item 9. Undertakings.
------------
The 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 of 1933;
(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. 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% 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 this Registration
Statement or any material change to such information in this Registration
Statement;
II-3
<PAGE>
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 Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sugarland, State of
Texas, on the 24th day of May, 2000.
PURE RESOURCES, INC.
By: /s/ Timothy H. Ling
-------------------------------
Timothy H. Ling
President
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 dates indicated. Each person whose signature appears
below constitutes and appoints Barry Hoffman and Phillip Ballard, and each of
them (with full power to each of them to act alone), 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 on
his behalf individually and in each capacity stated below any amendment,
including post-effective amendments, to this Registration Statement, and to file
the same, with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, 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 and
agents and either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Timothy H. Ling President and Director May 24, 2000
- ------------------------ (Principal Executive Officer)
Timothy H. Ling
/s/ Darrell Chessum Vice President, Treasurer May 24, 2000
- ------------------------ and Director
Darrell Chessum (Principal Financial and
Accounting Officer)
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
- -------------- -------
4.1 Titan Exploration, Inc. 1999 Stock Option Plan (filed as
Exhibit 10.2 to Titan Exploration, Inc.'s Current Report on
Form 8-K, as filed on June 11, 1999, and incorporated herein by
reference).
4.2 Titan Exploration, Inc. 1996 Incentive Plan (filed as Exhibit
10.9 to Titan Exploration, Inc.'s Registration Statement on
Form S-1 (no. 333-14029), and incorporated herein by
reference).
4.3 Offshore Energy Development Corporation 1996 Stock Awards Plan
(filed as Exhibit 10.22 to the Registration Statement on Form
S-1 (Registration No. 33-11269) of Offshore Energy Development
Corporation, and incorporated herein by reference).
4.4 Agreement and Plan of Merger, dated as of December 13, 1999, by
and among Union Oil Company of California, Pure Resources, Inc.
(formerly named Titan Resources Holdings, Inc.), TRH, Inc. and
Titan Exploration, Inc. and Amendment No. 1 to Merger Agreement
dated as of April 14, 2000 (filed as Exhibit 2.1 to Titan
Exploration, Inc.'s Current Report on Form 8-K filed on
December 23, 1999 and Exhibit 2.2 to the Registrant's Form S-4
(No. 333-34970) and incorporated herein by reference).
5.1 Opinion of Thompson & Knight L.L.P.
23.1 Consent of Thompson & Knight L.L.P. (included in the opinion of
Thompson & Knight L.L.P. filed herewith as Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Williamson Petroleum Consultants, Inc., independent
petroleum engineers.
23.5 Consent of Gary Dupriest, Vice President of Pure Resources.
23.6 Consent of Twachtman Snyder & Byrd, Inc., independent
consultants.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
II-6
<PAGE>
(214) 969-1700 Exhibit 5.1
May 25, 2000
Pure Resources, Inc.
500 West Texas, Suite 500
Midland, Texas 79701
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Pure Resources, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of an aggregate of 458,015 shares of
the Company's Common Stock, $.01 par value per share (the "Shares"), issuable
upon the exercise of certain options granted under stock option and benefit
plans (the "Plans") to be assumed by the Company pursuant to a merger between
the Company and TRH, Inc. expected to be effective as of 11:58 p.m. on May 25,
2000. The assumed Plans are the following: Titan Exploration, Inc. 1996
Incentive Plan, OEDC Stock Awards Plan and Titan Exploration, Inc. 1999 Stock
Option Plan.
We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement") covering the issuance and
sale of Shares, filed with the Securities and Exchange Commission, relating to
the registration of the Shares under the Securities Act.
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company, certificates of officers of the Company, and other
instruments and documents as we have deemed necessary to require as a basis for
the opinion hereinafter expressed. As to various questions of fact material to
such opinion, we have, where relevant facts were not independently established,
relied upon statements of officers of the Company whom we believe to be
responsible.
In rendering this opinion, we have assumed that prior to the issuance of
the Shares, the transactions contemplated by the merger agreement described in
the Registration Statement will have been consummated in accordance with the
terms thereof.
Based upon the foregoing and in reliance thereon, we advise you that in our
opinion the Shares, when issued and delivered in accordance with the provisions
of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
THOMPSON & KNIGHT L.L.P.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Pure Resources, Inc.
We consent to the use of our report dated February 1, 2000 on the
consolidated financial statements of Titan Exploration, Inc. as of December 31,
1999 and 1998 and for each of the years in the three-year period ended December
31, 1999, incorporated by reference herein.
KPMG LLP
Midland Texas
May 25, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Pure Resources, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 10, 2000 relating to the
financial statements of Pure Resources, Inc., formerly referred to as Union
Oil's Permian Basin business unit, which appears in Pure Resources, Inc.'s
Registration Statement on Form S-4 (File No. 333-34970).
PricewaterhouseCoopers LLP
Houston, Texas
May 25, 2000
<PAGE>
EXHIBIT 23.4
CONSENT OF WILLIAMSON PETROLEUM CONSULTANTS, INC.
As independent oil and gas consultants, Williamson Petroleum Consultants,
Inc. hereby consents to the incorporation by reference in the registration
statement on Form S-8 to be filed by Pure Resources, Inc. on or about the date
hereof, of all references to our firm included in the proxy/statement prospectus
of Pure Resources, Inc. in its registration statement on Form S-4 (File No. 333-
34970), including under the heading of "Experts" in the proxy
statement/prospectus.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Midland, Texas
May 25, 2000
<PAGE>
Exhibit 23.5
CONSENT OF RESERVE ENGINEER
The Board of Directors of Pure Resources, Inc.
I hereby consent to the incorporation by reference in the registration
statements on Form S-8 to be filed by Pure Resources, Inc. on or about the date
hereof, of references to my name included in the proxy/statement prospectus of
Pure Resources, Inc in its Registration Statement on Form S-4 (File No. 333-
34970), including under the heading "Experts" in the proxy statement/prospectus.
/s/ Gary M. Dupriest
- --------------------------------------
Gary Dupriest
Vice President - Pure Resources, Inc.
May 25, 2000
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ENGINEERS
The Board of Directors of Pure Resources, Inc.
We hereby consent the incorporation by reference in the registration
statements on Form S-8 to be filed by Pure Resources, Inc. on or about the date
hereof, of references to our decommissioning estimates and references to our
firm included or incorporated in the proxy/statement prospectus of Pure
Resources, Inc in its Registration Statement on Form S-4 (File No. 333-34970),
including under the heading "Experts" in the proxy statement/prospectus.
/s/ Robert C. Byrd
- -----------------------------------
Twachtman Snyder & Byrd, Inc
Robert C. Byrd
Vice President
May 25, 2000
