<PAGE> 1
As filed with the Securities and Exchange Commission on July 22, 1996.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
HARKEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2841597
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
HARKEN ENERGY CORPORATION
5605 NORTH MACARTHUR BLVD., SUITE 400
IRVING, TEXAS 75038
(214) 753-6900
(Address, including Zip Code,
of Principal Executive Offices)
HARKEN ENERGY CORPORATION
1993 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
GREGORY S. PORTER
VICE PRESIDENT - LEGAL
HARKEN ENERGY CORPORATION
5605 NORTH MACARTHUR BLVD., SUITE 400
IRVING, TEXAS 75038
(214) 753-6900
(Name, address, and telephone number,
including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered (1) registered share(2) price (2) registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,000,000 Shares $2.31 $2,310,000.00 $796.55
========================================================================================================================
</TABLE>
(1) Shares of common stock of Harken Energy Corporation (the "Company"),
$.01 par value per share (the "Common Stock"), being registered hereby
relate to the Harken Energy Corporation 1993 Stock Option and
Restricted Stock Plan Harken Energy (the "Plan"). Pursuant to Rule
416 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), there are also being registered such
additional shares of Common Stock as may become issuable pursuant to
the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act
on the basis of the average of the high and low sale prices of the
Common Stock on July 16, 1996, as reported on the American Stock
Exchange.
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<PAGE> 2
INCORPORATION BY REFERENCE
The 1,000,000 shares of Common Stock being registered hereby shall be
issued under the Plan, which was amended as of June 11, 1996, to increase the
number of shares of Common Stock available for issuance under the Plan.
Pursuant to Instruction E of Form S-8, the contents of the Company's
Registration Statement on Form S-8 as filed with Securities and Exchange
Commission on September 23, 1993, Registration No. 33-69210, are incorporated
by reference herein.
Item 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
4.1 Form of certificate representing shares of Harken common stock, par value $.01 per share (filed
as Exhibit 1 to Harken's Registration Statement on Form 8-A, File No. 0-9207, and incorporated
by reference herein).
4.2 Certificate of the Designations, Powers, Preferences and Rights of Series C Cumulative
Convertible Preferred Stock, $1.00 par value of Harken Energy Corporation (filed as Exhibit 4.3
to Harken's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, File No. 0-
9207, and incorporated by reference herein).
4.3 Certificate of the Designations of Series D Preferred Stock, $1.00 par value of Harken Energy
Corporation (filed as Exhibit 4.3 to Harken's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995, File No. 0-9207, and incorporated by reference herein).
4.3 Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan (incorporated herein by
reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No.
33-69210)).
4.4 First Amendment to Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan.*
5 Opinion of Gregory S. Porter, Esq.*
23.1 Consent of Gregory S. Porter, Esq.(See Exhibit 5).*
23.2 Consent of Arthur Andersen & Co.*
24 Power of Attorney.*
</TABLE>
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* filed herewith
II-2
<PAGE> 3
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 Irving, State of Texas, on July 22, 1996.
HARKEN ENERGY CORPORATION
*
----------------------------------------
Mikel D. Faulkner, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------- ------------------------------------ -------------------
<S> <C> <C>
* Chairman of the Board and Chief July 22, 1996
------------------------------- Executive Officer (Principal
Mikel D. Faulkner Executive Officer)
* President and Chief Operating Officer July 22, 1996
------------------------------- and Director
Richard H. Schroeder
* Senior Vice President and Chief July 22, 1996
------------------------------- Financial Officer (Principal
Bruce N. Huff Accounting Officer and Principal
Financial Officer)
* Director July 22, 1996
-------------------------------
Michael M. Ameen, Jr.
* Director July 22, 1996
-------------------------------
Michael R. Eisenson
</TABLE>
II-3
<PAGE> 4
<TABLE>
<S> <C> <C>
Director July 22, 1996
-------------------------------
Edwin C. Kettenbrink, Jr.
* Director July 22, 1996
--------------------------------
Talat M. Othman
* Director July 22, 1996
-------------------------------
Donald W. Raymond
Director July 22, 1996
-------------------------------
Gary B. Wood
</TABLE>
*Gregory S. Porter, by signing his name hereto, does hereby sign this
Registration Statement on behalf of Harken Energy Corporation and each of the
above-named officers and directors of such Company pursuant to powers of
attorney, executed on behalf of the Company and each officer and director.
/s/ Gregory S. Porter
- ---------------------
Gregory S. Porter,
Attorney-in-Fact
II-4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
4.1 Form of certificate representing shares of Harken common stock, par value $.01 per share (filed
as Exhibit 1 to Harken's Registration Statement on Form 8-A, File No. 0-9207, and incorporated
by reference herein).
4.2 Certificate of the Designations, Powers, Preferences and Rights of Series C Cumulative
Convertible Preferred Stock, $1.00 par value of Harken Energy Corporation (filed as Exhibit 4.3
to Harken's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, File No. 0-
9207, and incorporated by reference herein).
4.3 Certificate of the Designations of Series D Preferred Stock, $1.00 par value of Harken Energy
Corporation (filed as Exhibit 4.3 to Harken's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995, File No. 0-9207, and incorporated by reference herein).
4.3 Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan (incorporated herein by
reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No.
33-69210)).
4.4 First Amendment to Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan.*
5.1 Opinion of Gregory S. Porter, Esq.*
23.1 Consent of Gregory S. Porter, Esq.(See Exhibit 5).*
23.2 Consent of Arthur Andersen & Co.*
24.1 Power of Attorney.*
</TABLE>
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* filed herewith
II-5
<PAGE> 1
Exhibit 4.4
FIRST AMENDMENT
TO
HARKEN ENERGY CORPORATION
1993 STOCK OPTION AND RESTRICTED STOCK PLAN
SECTION 1
Section 5(a) of the Harken Energy Corporation 1993 Stock Option and Restricted
Stock Plan (the "Plan") is hereby amended in its entirety as follows:
"(a) BASIC LIMITATION. Shares offered under this Plan may be
authorized but unissued Shares or Shares that have been reacquired by
the Company. The aggregate number of Shares that are available for
issuance under this Plan shall not exceed four million (4,000,000)
Shares, subject to adjustment pursuant to Section 9 of this Plan. The
Committee shall not issue more Shares than are available for issuance
under this Plan. The number of Shares that are subject to unexercised
Options at any time under this Plan shall not exceed the number of
Shares that remain available for issuance under this Plan. The
Company, during the term of this Plan, shall at all times reserve and
keep available sufficient Shares to satisfy the requirements of this
Plan."
SECTION 2
Except as amended above, the Plan shall continue in full force and effect.
SECTION 3
This First Amendment is effective as of June 11, 1996.
IN WITNESS WHEREOF, this First Amendment has been executed by the duly elected
secretary of Harken Energy Corporation as of the date written above.
HARKEN ENERGY CORPORATION
/s/ Larry E. Cummings
-------------------------
Larry E. Cummings, Secretary
<PAGE> 1
Exhibit 5.1
July 22, 1996
Harken Energy Corporation
5605 N. MacArthur Blvd
Suite 400
Irving, TX 75038
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Harken Energy Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offer and sale of an
aggregate of 1,000,000 shares (the "Shares") of common stock, $.01 par value
per share, of the Company ("Common Stock") pursuant to a Registration Statement
on Form S-8 of the Company (the "Registration Statement") to which this opinion
letter is an exhibit. The Shares are to be issued pursuant to the Harken
Energy Corporation 1993 Stock Option and Restricted Stock Plan (the "Plan").
In reaching the opinion set forth herein, I have reviewed (a) the
Registration Statement, (b) the Certificate of Incorporation of the Company, as
amended, (c) the Bylaws of the Company, (d) records of proceedings of the Board
of Directors and the stockholders of the Company and (e) except as set forth
below, such other agreements, certificates of public officials and officers of
the Company, records, documents and matters of law that I deemed relevant.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, I am of the
opinion that, upon issuance and delivery in accordance with the terms and
conditions of the Plan, and upon receipt by the Company of the full
consideration of the Shares as determined pursuant to the Plan, the Shares will
be duly authorized and validly issued, fully paid and nonassessable.
The opinion expressed above is subject in all respects to the
following assumptions, exceptions and qualifications:
a. I have assumed that (i) all signatures on all documents
examined by me are genuine, (ii) all documents submitted to me
as originals are accurate and complete, (iii) all documents
submitted to me as copies are true and correct copies of the
originals thereof, (iv) all information submitted to me is
accurate and complete as of the date hereof, (v) all persons
executing and delivering documents reviewed by me were
competent to execute and to deliver such documents and (vi)
that all persons signing, in a representative capacity,
documents reviewed by me had authority to sign in such
capacity.
b. I have assumed that there are no agreements, indentures,
mortgages, deeds of trust or instruments that affect the
ability of the Company to issue the Shares.
<PAGE> 2
Harken Energy Corporation
Page 2
July 22, 1996
The opinions expressed above are limited to the laws of the State of
Texas, the General Corporation Law of the State of Delaware and the federal
laws of the United States of America. You should be aware that I am not
admitted to the practice of law in the State of Delaware and my opinion herein
as to the General Corporation Law of the State of Delaware is based solely upon
the unofficial compilation thereof contained in Prentice Hall Information
Services Corporation Statutes.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I come into 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.
I disclaim any duty to advise you regarding any changes in, or to
otherwise communicate with you with respect to, the matters addressed herein.
Respectfully submitted,
/s/ Gregory S. Porter
Gregory S. Porter, Esq.
<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 on Form S-8 of our report dated
February 28, 1996, except with regard to Note 15 as to which such date is April
18, 1996, included in Harken Energy Corporation's Form 10-K/A for the year
ended December 31, 1995, and of our report dated July 10, 1996 on the
statements of revenues and direct operating expenses of the EnerVest Properties
for the two year period ended May 31, 1996, and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
July 22, 1996
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Mikel D. Faulkner, Bruce N. Huff, Larry E. Cummings and Gregory S.
Porter, or any of them (with full power of each of them to act alone), his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, and any or all amendments (including
without limitation, post-effective amendments and any amendment or amendments
increasing the amount of securities for which registration is being sought),
with all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission and/or any regulatory
authority relating to the registration of 1,000,000 shares of Common Stock,
$0.01 par value, of Harken Energy Corporation, 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 in order to effectuate the same, as fully and to all
intents and purposes as he himself might or could do of personally present,
hereby ratifying and confirming all that the said attorneys-in-fact and agents,
or any of them, or their substitute or substitutes, may lawfully do or cause to
be done.
IN WITNESS WHEREOF, this Power of Attorney has been signed by the following
persons in the capacities indicated as of the 8th day of July, 1996.
<TABLE>
NAME CAPACITIES
<S> <C>
/s/ Mikel D. Faulkner Chairman of the Board, Director and
------------------------ Chief Executive Officer
Mikel D. Faulkner (Principal Executive Officer)
/s/ Bruce N. Huff Senior Vice President and
------------------------ Chief Financial Officer
Bruce N. Huff (Principal Financial and Accounting Officer)
/s/ Richard H. Schroeder President, Chief Operating Officer
------------------------ and Director
Richard H. Schroeder
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
/s/ Michael M. Ameen, Jr Director
-------------------------
Michael M. Ameen, Jr.
/s/ Michael R. Eisenson Director
-------------------------
Michael R. Eisenson
/s/ Talat M. Othman Director
-------------------------
Talat M. Othman
/s/ Donald W. Raymond Director
-------------------------
Donald W. Raymond
------------------------- Director
Edwin C. Kettenbrink, Jr.
------------------------- Director
Gary B. Wood
</TABLE>
