<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CREDO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0772991
(State of incorporation) (IRS Employer Identification)
1801 Broadway, Suite 900 80202
Denver, Colorado (Zip Code)
(Address of Principal Executive Offices)
CREDO PETROLEUM CORPORATION 1997 STOCK OPTION PLAN
(Full Title of the Plan)
Mr. James T. Huffman
President and Chief Executive Officer
CREDO PETROLEUM CORPORATION
1801 Broadway, Suite 900
Denver, Colorado 80202
(303) 297-2200
(Name, address and telephone number of agent for service)
Copies to:
Lester R. Woodward
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
--------------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value
Shares subject
to options
granted 361,667 $ 2.12 (2) $ 766,734 $ 202.42
Shares to be
issued under
the Plan 55,000 $ 6.81 (3) 374,550 98.88
-------- ---------- ----------
Total 416,667 (1) $1,141,284 $ 301.30
======== ========== ==========
</TABLE>
For the sole purpose of calculating the registration fee, the
number of shares to be registered under this Registration
Statement has been broken down into two subtotals.
(1) Represents the maximum number of shares of Common Stock of
the Registrant which could be purchased upon exercise of all
stock options now outstanding or which may hereafter be granted
under the Stock Option Plan.
(2) Computed in accordance with Rule 457(h) under the Securities
Act of 1933, as amended. Such computation is based on the
weighted average exercise prices of options to acquire 361,667
shares of Common Stock that have been granted under the Plan as
of the date hereof.
(3) Computed in accordance with Rule 457 (c) and (h) under the
Securities Act of 1933, as amended. The estimated exercise price
of $6.81 per share was computed by averaging the bid and asked
prices reported by the Nasdaq SmallCap Market on October 4, 2000
with respect to 55,000 shares of Common Stock as to which options
or rights to purchase have not been granted as of the date of
filing this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by the Company with
the Securities and Exchange Commission (the Commission'), are
incorporated by reference in this Registration Statement and made
a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended October 31, 1999, filed with the Commission on
January 31, 2000.
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended January 31, 2000, filed with the Commission on
March 15, 2000.
(c) The Company's Quarterly Report on Form 10-QSB for
the quarter ended April 30, 2000, filed with the Commission on
June 14, 2000.
(d) The Company's Quarterly Report on Form 10-QSB for
the Quarter ended July 31, 2000, filed with the Commission on
September 14, 2000.
All reports and other documents subsequently filed with
the Commission by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in any document, all
or a portion of which is 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
or 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.
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Item 6. Indemnification of Directors and Officers.
Section 102 of Article 109, Title 7 of the Colorado
Business Corporation Act provides the Company the power to
indemnify any officer or director who was or is a party or is
threatened to be made a party to any action or proceeding by
reason of the fact that he is or was an officer or director of
the Company, against expenses, judgments, penalties, fines, and
amounts paid in settlement in connection with such action or
proceeding, whether the action was instituted by a third party or
arose by or in the right of the Company, if such officer or
director acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Company and, with respect to any criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful.
Section 103 provides that to the extent that an officer or
director of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in
defense of any claim, issue or matter therein, such officer or
director shall be indemnified against expenses actually and
reasonably incurred by such officer or director in connection
therewith.
Article XIII of the Company's Amended Articles of
Incorporation provides that, to the fullest extent permitted by
the Colorado Business Corporation Act, a director of the Company
shall not be liable to the Company or its shareholders for
monetary damages for breach of the director's fiduciary duty as a
director. Colorado law provides that this provision in the
Company's Amended Articles of Incorporation shall not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of the law,
(iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Company's Amended By-Laws provide for the
indemnification of and advancement of expenses to directors,
officers, employees, and agents to the fullest extent authorized
or permitted by the Colorado Business Corporation Act.
The Company has entered into indemnification agreements
with each of its non-employee directors. Those agreements require
the Company to indemnify such directors to the fullest extent
permitted by Colorado law and to advance expenses in connection
with certain claims against the directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4 CREDO Petroleum Corporation 1997 Stock
Option Plan (incorporated by reference to
Exhibit 10(b) to the Company's Annual
Report on Form 10-K for the fiscal year
ended October 31, 1997, filed with the
Commission on January 29, 1998).
5 Opinion and Consent of Davis Graham &
Stubbs LLP.
23.1 Consent of Hein + Associates LLP.
23.2 Consent of Davis Graham & Stubbs LLP is
contained in Exhibit 5.
24 Power of Attorney (included as part of the
signature page of this Registration
Statement).
Item 9. Undertakings.
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 (not withstanding 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 the Registration
Statement or any material change in such information in the
Registration Statement; provided, however, that clauses (i) and
(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses 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 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.
4. That, for the 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 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.
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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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against liabilities
(other that 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 questions whether such
indemnification by it is against public policy expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
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 Denver, State of Colorado, on this 10th day of
October 2000.
CREDO PETROLEUM CORPORATION
By: /s/ James T. Huffman
-------------------------
James T. Huffman
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James T. Huffman
and John A. Alsko, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to execute in the name and on behalf of such
person, in any and all capacities, any or all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits hereto, 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, 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 or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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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.
Date Signature Title
---------- ----------------------- -------------------
October 10, 2000 /s/ James T. Huffman Chairman of the Board,
----------------------- President,
James T. Huffman Treasurer
October 10, 2000 /s/ John A. Alsko Vice President, Chief
----------------------- Financial Officer
John A. Alsko (Principal Financial
and Accounting
Officer)
October 10, 2000 /s/ William N. Beach Director
-----------------------
William N. Beach
October 10, 2000 /s/ Clarence H. Brown Director
-----------------------
Clarence H. Brown
October 10, 2000 /s/ Otto P. Butterly Director
-----------------------
Otto P. Butterly
October 10, 2000 /s/ William F. Skewes Director, Corporate
----------------------- Secretary, General
William F. Skewes Counsel
October 10, 2000 /s/ Richard B. Stevens Director
-----------------------
Richard B. Stevens
EXHIBIT INDEX
4 CREDO Petroleum Corporation 1997 Stock Option Plan
(incorporated by reference to Exhibit 10(b) to
the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1997, filed with
the Commission on January 29, 1998).
5 Opinion and Consent of Davis Graham & Stubbs LLP.
23.1 Consent of Hein + Associates LLP.
23.2 Consent of Davis Graham & Stubbs LLP is contained
in Exhibit 5.
24 Power of Attorney (included as part of the
signature page of this Registration Statement).
