As filed with the Securities and Exchange Commission on May 12, 2000
Registration No. 333-36808
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 POS
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 94-1667468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5300 Town and Country Blvd., Suite 500 M. Jay Allison
Frisco, Texas 75034 President and Chief Executive Officer
(972) 668-8800 5300 Town and Country Blvd., Suite 500
(Address, including zip code, and Frisco, Texas 75034
telephone number, including area code, (972) 668-8800
of Registrant's principal (Name, Address, including zip code
executive offices) and telephone number, including
area code, of agent for service)
Comstock Resources, Inc. Non-employee Director Retainer Election Plan
(Full title of plan)
Copies to:
Guy H. Kerr
Jack E. Jacobsen
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Amount Maximum Maximum
of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price Registration Fee
================================================================================
Common Stock,
$.50 par value...... 250,000 $6.0625 $1,515,625 $400.00
Preferred Stock
Purchase Rights..... (2) (2) (2) (2)(3)
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee based
upon closing sales price of a share of common stock on May 10, 2000 as
quoted on the New York Stock Exchange.
(2) There are hereby registered Preferred Stock Purchase Rights ("Rights"),
which Rights (i) are related to shares of common stock in the ratio of one
Right to one share, (ii) are not evidenced by separate certificates and
(iii) may not be transferred except upon transfer of the related shares of
common stock. The value attributable to the Rights is reflected in the
market value of the related shares of common stock and therefore, the
inclusion of the Rights does not increase the proposed maximum offering
price under this Registration Statement. Consequently, no additional
registration fee is payable for the registration of the Rights.
(3) $97.00 was paid with original filing of Registration Statement.
1
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The SEC allows us to "incorporate by reference" into this prospectus
information we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that we
file with the SEC. The information may include documents filed after the date of
this prospectus which update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed by us with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act until the offering
of these shares is terminated: (1) Annual Report on Form 10-K for the year ended
December 31, 1999, the (2) Proxy Statement dated April 4, 2000 for the 2000
Annual Meeting of Stockholders and the (3) Quarterly Report on Form 10-Q for the
three months ended March 31, 2000.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
that also is or is deemed to be incorporated by reference in this prospectus
modifies, supersedes or replaces such statement. Any statement so modified,
superseded or replaced shall not be deemed, except as so modified, superseded or
replaced, to constitute a part of this prospectus.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon such person's
written or oral request, a copy of any or all of the information incorporated by
reference in this prospectus (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the information that
this prospectus incorporates). Requests should be directed to Comstock
Resources, Inc., 5300 Town and County Blvd., Suite 500, Frisco, Texas 75034,
Attention: Roland O. Burns, Senior Vice President, telephone number (972)
668-8800.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
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Item 6. Indemnification of Directors and Officers
Section 78.7502 of the General Corporation Law of Nevada permits a
corporation to indemnify any person who was, or is, or is threatened to be made
a party in a completed, pending or threatened proceeding, whether civil,
criminal, administrative or investigative (except an action by or in the right
of the corporation), by reason of being or having been an officer, director,
employee or agent of the corporation or serving in certain capacities at the
request of the corporation. Indemnification may include attorneys' fees,
judgments, fines and amounts paid in settlement. The person to be indemnified
must have 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, such person must have had no reasonable cause to believe his
conduct was unlawful.
With respect to actions by or in the right of the corporation,
indemnification may not be made for any claim, issue or matter as to which such
a person has been finally adjudged by a court of competent jurisdiction to be
liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action was brought or
other court of competent jurisdiction determines upon application that in view
of all circumstances the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
Unless indemnification is ordered by a court, the determination to pay
indemnification must be made by the stockholders, by a majority vote of a quorum
of the Board of Directors who were not parties to the action, suit or
proceeding, or in certain circumstances by independent legal counsel in a
written opinion. Section 78.751 of the General Corporation law of Nevada permits
the Articles of Incorporation or Bylaws to provide for payment to an indemnified
person of the expenses of defending an action as incurred upon receipt of an
undertaking to repay the amount if it is ultimately determined by a court of
competent jurisdiction that the person is not entitled to indemnification.
Section 78.7502 also provides that to the extent a director, officer,
employee or agent has been successful on the merits or otherwise in the defense
of any such action, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred in connection with
the defense.
Article VI, "Indemnification of Directors, Officers, Employees and Agents",
of the Company's Bylaws provides as follows with respect to indemnification of
the Company's directors, officers, employees and agents:
Section 1. To the fullest extent allowed by Nevada law, any director of the
Corporation shall not be liable to the corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except that this Article VI does not eliminate or limit the liability
of a director for:
(a) an act or omission which involves intentional misconduct, fraud
or a knowing violation of law; or
(b) the payment of dividends in violation of N.R.S. 78.300.
Section 2. The Corporation shall indemnify each director, officer, employee
and agent, now or hereafter serving the Corporation, each former director,
officer, employee and agent, and each person who may now or hereafter serve or
who may have heretofore served at the Corporation's request as a director,
officer, employee or agent of another corporation or other business enterprise,
and the respective heirs, executors, administrators and personal representatives
of each of them against all expenses actually and reasonably incurred by, or
imposed upon, him in connection with the defense of any claim, action, suit or
proceeding, civil or criminal, against him by reason of his being or having been
such director, officer, employee or agent,
3
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except in relation to such matters as to which he shall be adjudged by a court
of competent jurisdiction after exhaustion of all appeals therefrom in such
action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of duty. For purposes hereof, the term "expenses"
shall include but not be limited to all expenses, costs, attorneys' fees,
judgements (including adjudications other than on the merits), fines, penalties,
arbitration awards, costs of arbitration and sums paid out and liabilities
actually and reasonably incurred or imposed in connection with any suit, claim,
action or proceeding, and any settlement or compromise thereof approved by the
Board of Directors as being in the best interests of the Corporation. However,
in any case in which there is no disinterested majority of the Board of
Directors available, the indemnification shall be made: (1) only if the
Corporation shall be advised in writing by counsel that in the opinion of
counsel (a) such officer, director, employee or agent was not adjudged or found
liable for gross negligence or willful misconduct in the performance of duty as
such director, officer, employee or agent or the indemnification provided is
only in connection with such matters as to which the person to be indemnified
was not so liable, and in the case of settlement or compromise, the same is in
the best interests of the Corporation; and (b) indemnification under the
circumstances is lawful and falls within the provisions of these Bylaws; and (2)
only in such amount as counsel shall advise the Corporation in writing is, in
his opinion, proper. In making or refusing to make any payment under this or any
other provision of these Bylaws, the Corporation, its directors, officers,
employees and agents shall be fully protected if they rely upon the written
opinion of counsel selected by, or in the manner designated by, the Board of
Directors.
Section 3. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in these Bylaws.
Section 4. The Corporation may indemnify each person, though he is not or
was not a director, officer, employee or agent of the Corporation, who served at
the request of the Corporation on a committee created by the Board of Directors
to consider and report to it in respect of any matter. Any such indemnification
may be made under the provisions hereof and shall be subject to the limitations
hereof, except that (as indicated) any such committee member need not be nor
have been a director, officer, employee or agent of the Corporation.
Section 5. The provisions hereof shall be applicable to actions, suits or
proceedings (including appeals) commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
Section 6. The indemnification provisions herein provided shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, or by law or statute, both as to action in his official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 7. The corporation may purchase and maintain insurance on behalf of
any person who 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, and persons described in Section 4 of this
Article above, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status, as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of these Bylaws.
4
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Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits.
Exhibit
No. Description
- -------- ----------------------------------------------------------------------
4.1* Specimen Stock Certificate.
4.2(a) Rights Agreement dated as of December 10, 1990, by and between the
Company and Ameritrust Texas, National Association, as Rights Agent
(incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated December 14, 1990).
4.2(b) First Amendment to the Rights Agreement, by and between the Company
and Society National Bank (successor to Ameritrust Texas, N.A.), as
Rights Agent, dated January 7, 1994 (incorporated herein by reference
to Exhibit 3.6 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
4.2(c) Second Amendment to the Rights Agreement, by and between the Company,
Society National Bank, as Rights Agent, and Bank One, Texas N.A.
(successor to Society National Bank), dated April 1, 1995
(incorporated by reference to Exhibit 4.7 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
4.2(d) Third Amendment to the Rights Agreement, by and between the Company
and Bank One, Texas N.A., as Rights Agent, dated June 16, 1995
(incorporated by reference to Exhibit 4.8 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
4.2(e) Fourth Amendment to the Rights Agreement, by and between the Company
and Bank One, Texas N.A., as Rights Agent, and American Stock Transfer
& Trust Company (successor to Bank One, Texas N.A.) dated September 1,
1995 (incorporated by reference to Exhibit 4.9 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
4.2(f) Fifth Amendment to the Rights Agreement, by and between the Company
and American Stock Transfer & Trust Company, as Rights Agent dated
April 29, 1999 (incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K dated April 29, 1999).
5.1 * Opinion of Locke Liddell & Sapp LLP.
23.1 * Consent of Counsel (Included in Exhibit 5.1).
23.2 * Consent of Independent Public Accountants.
23.3 * Acknowledgment Letter of Independent Public Accountants.
24.1 * Power of Attorney (Included on the Signature Page of the Prospectus).
99.1 * Comstock Resources, Inc. Non-Employee Director Retainer Election Plan.
- --------------
* Filed herewith.
5
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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
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;
(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 (a)(1)(i) and (a)(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 Securities Exchange Act of 1934 that are
incorporated by reference in the 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company 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 Securities Act of 1933 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 Securities Act of 1933 and will
be governed by the final adjudication of such issue.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Frisco of Texas, on May 11, 2000.
COMSTOCK RESOURCES, INC.
By: /s/ M. JAY ALLISON
------------------
M. Jay Allison
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints M. Jay Allison and Roland O. Burns, each
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 post-effective amendments)
to this Registration Statement, and any registration statement related to the
offering contemplated by this registration statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission and any state or other
securities authority, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act in person, hereby
ratifying and confirming all that said attorneys- in-fact and agents, or either
of them or their or his substitute or substitutes 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 dates indicated.
Signature Title Date
- ---------------------- -----------------------------------
/s/ M. JAY ALLISON President, Chief Executive Officer, May 11, 2000
- ---------------------- Director (Principal Executive Officer)
M. Jay Allison
/s/ ROLAND O. BURNS Senior Vice President, Chief Financial May 11, 2000
- ---------------------- Officer, Director (Principal Financial
Roland O. Burns and Accounting Officer)
/s/ RICHARD S. HICKOK Director May 11, 2000
- ----------------------
Richard S. Hickok
/s/ FRANKLIN B. LEONARD Director May 11, 2000
- ----------------------
Franklin B. Leonard
/s/ CECIL E. MARTIN, JR. Director May 11, 2000
- ----------------------
Cecil E. Martin, Jr.
/s/ DAVID W. SLEDGE Director May 11, 2000
- ----------------------
David W. Sledge
7
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
- ----------- --------------------------------------------------- ------
4.1* Specimen Stock Certificate. E-2
4.2(a) Rights Agreement dated as of December 10, 1990, by
and between the Company and Ameritrust Texas,
National Association as Rights Agent (incorporated
herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated December
14, 1990).
4.2(b) First Amendment to the Rights Agreement, by and
between the Company and Society National Bank
(successor to Ameritrust Texas, N.A.), as Rights
Agent, dated January 7, 1994 (incorporated herein
by reference to Exhibit 3.6 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993).
4.2(c) Second Amendment to the Rights Agreement, by and
between the Company, Society National Bank, as
Rights Agent, and Bank One, Texas N.A. (successor
to Society National Bank), dated April 1, 1995
(incorporated by reference to Exhibit 4.7 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1995).
4.2(d) Third Amendment to the Rights Agreement, by and
between the Company and Bank One, Texas N.A., as
Rights Agent, dated June 16, 1995 (incorporated by
reference to Exhibit 4.8 to the Company's Annual
Report on Form 10-K for the year ended December
31, 1995).
4.2(e) Fourth Amendment to the Rights Agreement, by and
between the Company and Bank One, Texas N.A. as
Rights Agent and American Stock Transfer & Trust
Company (successor to Bank One, Texas N.A.), dated
September 1, 1995 (incorporated by reference to
Exhibit 4.9 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995).
4.2(f) Fifth Amendment to the Rights Agreement, by and
between the Company and American Stock Transfer &
Trust Company, as Rights Agent dated April 29,
1999 (incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K dated
April 29, 1999).
5.1 * Opinion of Locke Liddell & Sapp LLP. E-4
23.1 Consent of Counsel (Included in Exhibit 5.1).
23.2 * Consent of Independent Public Accountants. E-5
23.3 * Acknowledgment Letter of Independent Public Accountants. E-6
24.1 * Power of Attorney (Included on the Signature Page
of the Prospectus).
99.1 * Comstock Resources, Inc. Non-Employee Director
Retainer Election Plan E-7
- ---------------
* Filed herewith.
E-1
Exhibit 4.1
SPECIMEN STOCK CERTIFICATE
[FACE]
COMMON STOCK PAR VALUE $.50 PER SHARE
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
NUMBER - DC
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CUSIP 205768 20 3
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT IS THE OWNER OF
----------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Comstock Resources, Inc. hereinafter called "Corporation" transferable only on
the books of the Corporation by the holder thereof in person or by duly
authorized attorney, upon the surrender of this certificate properly endorsed.
This Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar. In Witness Whereof, the Corporation has caused this
certificate to be signed by the facsimile signatures of its duly authorized
officers.
Dated:
PRESIDENT
SECRETARY
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR.
BY
AUTHORIZED SIGNATURE
E-2
<PAGE>
[BACK]
COMSTOCK RESOURCES, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION AT ITS PRINCIPAL PLACE OF
BUSINESS OR TO THE TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be constructed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT (Cust) Custodian (Minor) under
------------ ------------
Uniform Gifts to Minors Act (State)
-----------
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
----------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
Shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- -----------------------------------
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises. Dated,
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
(SIGNATURE)
(SIGNATURE)
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
SIGNATURE(S) GUARANTEED BY:
E-3
Exhibit 5.1
OPINION OF LOCKE LIDDELL & SAPP LLP
May 11, 2000
Comstock Resources, Inc.
5300 Town & Country Boulevard
Suite 500
Frisco, Texas 75304
Re: Registration Statement on Form S-8
Ladies & Gentlemen:
We have acted as counsel for Comstock Resources, Inc., a Nevada corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of 250,000 shares of the Company's
common stock, $.50 par value per share (the "Securities"). We have examined such
documents and questions of law as we have deemed necessary to render the opinion
expressed below.
Based upon the foregoing, we are of the opinion that the Securities, when
issued and sold as described in the above-referenced Registration Statement,
will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus under the caption
"Legal Matters." 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
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Sincerely,
LOCKE LIDDEL & SAPP LLP
E-4
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 18, 2000, included in Comstock Resources, Inc.'s Form 10-K for the year
ended December 31, 1999, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
May 11, 2000
E-5
Exhibit 23.3
ACKNOWLEDGMENT LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
May 11, 2000
Comstock Resources, Inc.
We are aware that Comstock Resources, Inc. has incorporated by reference in this
Registration Statement its Form 10-Q for the quarter ended March 31, 2000, which
includes our report dated May 5, 2000 covering the unaudited interim financial
information contained therein. Pursuant to Regulation C of the Securities Act of
1933, that report is not considered a part of the registration statement
prepared or certified by our firm or a report prepared or certified by our firm
within the meaning of section 7 and 11 of the Act.
Very truly yours,
Arthur Andersen LLP
E-6
Exhibit 99.1
COMSTOCK RESOURCES, INC.
NON-EMPLOYEE DIRECTOR RETAINER ELECTION PLAN
JANUARY 1, 2000
The Non-Employee Director Retainer Election Plan (the "Plan") was adopted
by the Board of Directors of Comstock Resources, Inc. and allows the members of
the Board of Directors who are neither officers nor employees of the Company
("Eligible Directors") to make an annual irrevocable election (an "Election") to
receive his annual retainer for service as a director or fees payable pursuant
to consulting agreements in the form of a restricted stock award of common stock
of the Company (the "Grant") rather than in cash.
Pursuant to this Plan, the Election to receive a Grant shall be made as of
the date set by the Board of Directors each year, with the shares of common
stock of the Company included in such Grant upon an Election to be determined by
dividing the amount of the retainer payable to the electing Eligible Director
for the annual term of service as a director or a consultant of the Company by
the fair market value of a share of common stock of the Company on a date to be
designated by the Board of Directors for the election.
If the Eligible Director's services as a member of the Board of Directors
are terminated at any time before completion of the Eligible Director's annual
term of service, for any reason, a portion of the shares of common stock granted
pursuant to the Grant under this Plan shall be forfeited to the Company, such
amount to be forfeited to be determined by multiplying the number of shares of
common stock included in the applicable Grant by a fraction, the denominator of
which is the 365 days or 366 days, as appropriate, and the numerator of which is
the number of days that the Eligible Director does not serve as an elected
director or as a consultant.
Restrictions on shares of common stock covered by a Grant shall lapse upon
completion of the Eligible Director's annual term of service. Such shares of
common stock may not be sold until at least six months after the date of the
Grant.
An Eligible Director shall have all voting, dividend, liquidation and other
rights with respect to shares of common stock granted pursuant to this Plan
during the restricted period and thereafter unless and until such shares are
forfeited as a result of the termination of services of the Eligible Director
before completion of his annual term of service.
No right or interest of any Eligible Director in Grant made pursuant to
this Plan shall be assignable or transferable thereby until completion of his
annual term of service.
The Company may require any Eligible Director to whom a Grant is made, as a
condition to receiving such Grant, to give written assurances in a form and
substance reasonably satisfactory to the Company and its counsel to the effect
that such person is acquiring the shares of common stock subject to the Grant
for his own account for investment and not with any present intention of selling
or otherwise distributing the same, together with such other assurances as the
Company reasonably deems necessary or appropriate.
E-7
<PAGE>
To the extent required by applicable law and regulation, each Eligible
Director awarded a Grant under this Plan shall arrange with the Company for the
payment of any federal, state or local income tax or other tax applicable to the
Grant.
This Plan and Grants made hereunder shall be subject to all conditions,
whether or not set forth in these resolutions, which shall be necessary to
permit the Eligible Directors to continue to serve as "disinterested persons"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (together with any successor rule or regulation), with
respect to the Company's other stock-related benefit and compensation plan.
E-8
