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As Filed with the Securities and Exchange Commission on May 21, 1996
File No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
(Including a Form S-8 Prospectus)
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SABA PETROLEUM COMPANY
(Exact Name of Registrant as Specified in its Charter)
Colorado 47-0617589
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
17512 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92714
(Address of Principal Executive Offices)
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EMPLOYMENT AND CONSULTING CONTRACTS
(Full Title of the Plans)
-------------------
WALTON C. VANCE
CHIEF FINANCIAL OFFICER
17512 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92714
(Name and Address of Agent for Service)
714_724_1112
(Telephone Number, Including Area Code,of
Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Options/Common Stock 120,000 $2.50(1) $ 300,000 $103.45
Options/Common Stock 50,000 $2.75(1) $ 137,500 $ 47.41
Options/Common Stock 200,000 $3.00(1) $ 600,000 $206.90
Options/Common Stock 50,000 $8.00(1) $ 400,000 $137.93
- ------------------------------------------------------------------------------------------------------------
TOTAL 420,000 NA $1,437,500 $495.69
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference: The Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1995; and the
description of the Company's Common Stock contained in its Form 8-A
Registration Statement (File No. 1-12322, filed May 19, 1995); and all
amendments and reports filed for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
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 herein by reference and to
be part hereof from the date of filing of such documents.
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 7-109-101, et seq., of the Colorado Business Corporation Act
generally provides that a corporation may indemnify its directors, officers,
employees, fiduciaries and agents against liabilities and reasonable expenses
incurred in connection with any threatened, pending, or completed action, suit
or proceeding whether civil, criminal, administrative or investigative and
whether formal or informal (a "Proceeding"), by reason of being or having been
a director, officer, employee, fiduciary or agent of the corporation, if such
person acted in good faith and reasonably believed that his conduct, in his
official capacity, was in the best interests of the corporation, and in all
other cases his conduct was at least not opposed to the corporation's best
interests. In the case of a criminal proceeding, the director, officer,
employee, fiduciary or agent must have no reasonable cause to believe his
conduct was unlawful. Under Colorado law, the corporation may not indemnify a
director, officer, employee, fiduciary or agent in connection with a Proceeding
by or in the right of the corporation if the director is adjudged liable to the
corporation, or in a Proceeding in which the director, officer, employee or
agent is adjudged liable for an improper personal benefit.
The Company's Articles of Incorporation and By-Laws provide that the
Company shall indemnify its officers and directors to the full extent permitted
by the law. The indemnification provisions in the Company's By-Laws are
substantially similar to the provisions of Section 7- 109-101, et seq. The
Company has entered into agreements to provide indemnification for the
Company's directors and certain officers consistent with the Company's Articles
of Incorporation and By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Company (filed as Exhibit
3(i).1 to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995 and incorporated herein by reference).
4.2 By-Laws of the Company (filed as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1982 and
incorporated herein by reference).
4.3 Form of Indenture (filed as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (File No. 33-94678) dated July 17, 1995).
5.1 Opinion of David M. Griffith, Esquire, as to the validity of
the securities registered hereunder.
23.1 Consent of David M. Griffith (set forth in the opinion filed
as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
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 which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; (iii) to include any additional or changed material
information on the plan of distribution, 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 Registrant pursuant to Section 13 or 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.
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B. The undersigned Registrant hereby undertakes that, 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 provisions described in Item 6 of this registration statement,
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.
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SIGNATURE
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Irvine,
State of California on May 17, 1996.
SABA PETROLEUM COMPANY
By: \s\
---------------------------
Ilyas Chaudhary
President and Chief
Executive Officer
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement was signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
\s\ Chairman of the Board, May 17, 1996
- ----------------------------------------- President and Chief
Ilyas Chaudhary Executive Officer
(Principal Executive Officer)
\s\ Vice President, May 17, 1996
- ----------------------------------------- Chief Financial Officer
Walton C. Vance and Secretary (Principal
Financial and Accounting
Officer)
\s\ Director May 17, 1996
- -----------------------------------------
Francis J. Barker
\s\ Director May 17, 1996
- -----------------------------------------
William N. Hagler
\s\ Director May 17, 1996
- -----------------------------------------
William J. Hickey
\s\ Director May 17, 1996
- -----------------------------------------
William E. Richards
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
4.1 Articles of Incorporation of the Company (filed as Exhibit 3(i).1
to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995 and incorporated herein by reference).
4.2 By-Laws of the Company (filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1982 and
incorporated herein by reference).
4.3 Form of Indenture (filed as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (File No. 33-94678) dated July
17, 1995).
5.1 Opinion of David M. Griffith, Esquire, as to the validity of the
securities registered hereunder.
23.1 Consent of David M. Griffith (set forth in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>
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LAW OFFICE OF DAVID M. GRIFFITH, EXHIBIT 5.1
A PROFESSIONAL CORPORATION
ONE WORLD TRADE CENTER, SUITE 800
LONG BEACH, CA 90831-0800
TELEPHONE: 310_983_8017
FACSIMILE: 310_983_8122
May 17, 1996
Saba Petroleum Company
17512 Von Karman Avenue
Irvine, CA 92714
RE: Saba Petroleum Company
Registration Statement on Form S-8
Ladies & Gentlemen:
Saba Petroleum Company, a Colorado corporation (the "Company"), proposes to
issue under a Form S-8 Registration Statement (the "Registration Statement") up
to 420,000 shares of Common Stock (the "Shares"), pursuant to Employment
Agreements with Ilyas Chaudhary, Walton C. Vance, Bradley T. Katzung and Larry
Burroughs, and Consulting Agreements with Dennis Bird and Sayed Consulting,
Inc..
In rendering the following opinion, we have examined and relied only upon the
documents, certificates of officers of the Company as are specifically
described below. In our examination, we have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the documents
submitted to us as originals, and the conformity with the original documents of
all documents submitted to us as copies. Our examination was limited to the
following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the Agreements and the issuance of the Shares;
4. The Registration Statement, together with all amendments thereto,
exhibits filed in connection therewith and incorporated therein by
reference and form of prospectus contained therein including all
documents incorporated therein by reference; and
5. The Agreements.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based upon and subject to the foregoing, it is our opinion that the Shares,
subject to effectiveness of the Registration Statement and compliance with
applicable Blue Sky laws, and subject to the proper execution and delivery of
stock certificates evidencing the Shares, when issued and delivered against
payment therefor in accordance with the terms of the Agreements, and as set
forth in the Registration Statement, will constitute legally issued, fully paid
and nonassessable shares of common stock of the Company.
<PAGE> 2
May 17, 1996
Saba Petroleum Company
Registration Statement on Form S-8
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; and to the filing of this opinion in connection with
such filings of applications as may be necessary to register, qualify or
establish eligibility for an exemption from registration or qualification of
the Shares under the blue sky laws of any state or other jurisdiction although
we express no opinion as to state securities laws herein. In giving this
consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
The opinions set forth herein are based upon the federal laws of the United
States of America, the laws of the State of California and the corporate laws
of the State of Colorado all as now in effect. We express no opinion as to
whether the laws of any particular jurisdiction apply, and no opinion to the
extent that the laws of any jurisdiction other than those identified above are
applicable to the subject matter hereof.
The information set forth herein is as of the date of this letter. We disclaim
any undertaking to advise you of changes which may be brought to our attention
after the effective date of the Registration Statement.
Sincerely,
\s\
-----------------------------
Law Office of David M. Griffith,
a Professional Corporation
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 33-___) of our report dated March 29, 1996, on our audits of
the consolidated financial statements of Saba Petroleum Company and
subsidiaries as of December 31, 1995 and 1994 and for the years then ended.
/s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
May 15, 1996
