<PAGE> 1
As filed with the Securities and Exchange Commission on August 19, 1997.
Registration No. 33-__________
================================================================================
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
(Address, including Zip Code,
of Principal Executive Offices)
HARKEN ENERGY CORPORATION
1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
(Full title of the plan)
GREGORY S. PORTER
HARKEN ENERGY CORPORATION
5605 NORTH MACARTHUR BLVD., SUITE 400
IRVING, TEXAS 75038
(972)-753-6900
(Name, address, and telephone number,
including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
REGISTERED (1) REGISTERED PRICE PER SHARE(2) PRICE (2) FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 3,830,000 shares $5.38 $20,605,400 $6,244.06
=================================================================================================================================
</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 1996 Incentive and Nonstutory
Stock Option Plan (the "1996 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
1996 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 August 14, 1997, as reported on the American Stock
Exchange.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a), (b) and (c) below are hereby incorporated
by reference into this Registration Statement. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
the Registration Statement which indicates that all shares of Common Stock,
offered hereunder have been sold or which deregisters all shares then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Company's document referred to in (a) above; and
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (SEC File No. 0-9207),
including any amendment or report filed for the purpose of
updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock will be passed upon for
Harken by Gregory S. Porter, Esq., Vice President - Legal of Harken. Mr.
Porter has been granted options to purchase an aggregate of 160,000 shares of
Common Stock of the Company, including 85,000 shares of Common Stock of the
Company under the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of the State of
Delaware ("Delaware Law"), a Delaware corporation may indemnify its directors,
officers, employees and agents against expenses (including attorneys fees),
judgments, fines and settlements in nonderivative suits, actually and
reasonably incurred by them in connection with the defense of any action, suit
or proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity. Delaware law, however provides that such person must have acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and in the case of a criminal action,
such person must have had no reasonable cause to believe his or her conduct was
unlawful. Section 145 further provides that in connection with the defense or
settlement of any action by or in the right of the corporation, a Delaware
corporation may indemnify its directors and officers against expenses actually
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith, in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification may be made with respect to any claim, issue or matter as to
which such person has been adjudged liable for negligence or misconduct unless
the Court of Chancery or the court in which such action or suit is brought
approves such indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and to purchase
indemnity insurance on behalf of its directors and officers. Indemnification
is mandatory to the extent a claim, issue or matter has been successfully
defended.
II-1
<PAGE> 3
Article Ten of the Company's Certificate of Incorporation and Article
VII of the Company's bylaws provide, in general, that the Company shall
indemnify its directors and officers under certain of the circumstances defined
in Section 145. The Company has entered into agreements with each member of
its Board of Directors pursuant to which it will advance to each director costs
of litigation in accordance with the indemnification provisions of the
Company's Certificate of Incorporation and bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
Exhibit No. Description
<TABLE>
<S> <C> <C>
4 .1 - Form of certificate representing shares of Common Stock (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 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 .4 - Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan (filed as Exhibit
10.1 to Harken's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
1996, File No. 0-9207, and incorporated by reference herein).
*4.5 - Amendment No. 1 to Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan.
*4.6 - Amendment No. 2 to Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan.
*5.1 - Opinion of Gregory S. Porter, Esq.
*23 .1 - Consent of Arthur Andersen LLP.
*23 .2 - Consent of Gregory S. Porter, Esq. (included in opinion filed as Exhibit 5.1).
*24 .1 - Powers of Attorney.
</TABLE>
- ----------------
* filed herewith
II-2
<PAGE> 4
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 the 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 the
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 te Commission pursuant to
rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 such 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.
(b) The undersigned registrant hereby undertakes 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
(c) 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-3
<PAGE> 5
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 August 19, 1997.
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 August 19, 1997
------------------------------- Executive Officer (Principal
Mikel D. Faulkner Executive Officer)
* President and Chief Operating August 19, 1997
------------------------------- Officer and Director
Richard H. Schroeder
* Senior Vice President, Chief August 19, 1997
------------------------------- Financial Officer and Director
Bruce N. Huff (Principal Accounting Officer and
Principal Financial Officer)
* Senior Vice President and Director August 19, 1997
-------------------------------
Steve C. Voss
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
* Director August 19, 1997
-------------------------------
Michael M. Ameen, Jr.
Director
-------------------------------
Michael R. Eisenson
Director
-------------------------------
Gary R. Petersen
Director
-------------------------------
Hobart A. Smith
Director
-------------------------------
Donald W. Raymond
* Director August 19, 1997
-------------------------------
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-5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page
----------- ------- ------------
<S> <C> <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).
4.4 Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option
Plan (filed as Exhibit 10.1 to Harken's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1996, File No. 0-9207, and
incorporated by reference herein).
*4.5 Amendment No. 1 to Harken Energy Corporation 1996 Incentive and
Nonstatutory Stock Option Plan.
*4.6 Amendment No. 2 to Harken Energy Corporation 1996 Incentive and
Nonstatutory Stock Option Plan.
*5.1 Opinion of Gregory S. Porter, Esq.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Gregory S. Porter, Esq. (included in opinion filed as
Exhibit 5.1).
*24.1 Powers of Attorney.
</TABLE>
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* Filed herewith
<PAGE> 1
Exhibit 4.5
AMENDMENT NO. 1
TO
HARKEN ENERGY CORPORATION
1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
SECTION 1
Section 2.1 of the Harken Energy Corporation 1996 Incentive and Nonstatutory
Stock Option Plan (the "Plan") is hereby amended in its entirety as follows:
"2.1 Maximum Amount of Shares. Subject to the provisions of
Paragraph 2.6 and Section 6 of the Plan, the aggregate number
of shares of Stock that may be issued, transferred or
exercised pursuant to Awards under the Plan shall be 805,000"
SECTION 2
Except as amended above, the Plan shall continue in full force and effect.
IN WITNESS WHEREOF, Harken Energy Corporation, acting by and through
its officer hereunto duly authorized, has executed this instrument, as of the
28th day of January, 1997.
Harken Energy Corporation
By: /s/ Gregory S. Porter
---------------------------
Vice President - Legal
<PAGE> 1
Exhibit 4.6
AMENDMENT NO. 2
TO
HARKEN ENERGY CORPORATION
1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
SECTION 1
Section 2.1 of the Harken Energy Corporation 1996 Incentive and Nonstatutory
Stock Option Plan (the "Plan") is hereby amended in its entirety as follows:
"2.1 Maximum Amount of Shares. Subject to the provisions of Paragraph
2.6 and Section 6 of the Plan, the aggregate number of shares of
Stock that may be issued, transferred or exercised pursuant to
Awards under the Plan shall be 3,830,000"
SECTION 2
Except as amended above, the Plan shall continue in full force and effect.
IN WITNESS WHEREOF, Harken Energy Corporation, acting by and through its
officer hereunto duly authorized, has executed this instrument, as of the 15th
day of May, 1997.
Harken Energy Corporation
By: /s/ Gregory S. Porter
---------------------------
Vice President - Legal
<PAGE> 1
Exhibit 5.1
August 19, 1997
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 3,830,000 shares (the "Shares") of common stock, $.01 par value
per share, of the Company ("Common Stock") that may be issued under the Harken
Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan (the
"Plan") pursuant to a Registration Statement on Form S-8 of the Company (the
"Registration Statement") to which this opinion letter is an exhibit.
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) the Plan, (e) records of
proceedings of the Board of Directors and the stockholders of the Company and
(f) 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, subject to compliance with federal and state securities laws (as
to which I express no opinion), the Shares, or any portion thereof, when issued
in accordance with the terms of the Plan and, if applicable, the relevant
option agreements pertaining thereto, will be duly authorized, 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 the exercise price for each of the Shares
issued under the Plan will not be less than the par value of such
Shares at the time of issuance, and that the form of the
<PAGE> 2
Harken Energy Corporation
August 19, 1997
Page 2
consideration to be received by the Company for the Shares will be
lawful consideration under the General Corporation Law of the
State of Delaware.
c. 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.
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.
Very truly yours,
/s/ Gregory S. Porter
Gregory S. Porter, Esq.
<PAGE> 1
Exhibit 23.1
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 21, 1997, included in Harken Energy Corporation's Form 10-K for the
year ended December 31, 1996, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
August 19, 1997
<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 3,830,000 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 7th day of August, 1997.
<TABLE>
<CAPTION>
NAME CAPACITIES
<S> <C>
/s/ Mikel D. Faulkner Chairman of the Board, Director and
-------------------------------- Chief Executive Officer (Principal
Mikel D. Faulkner Executive Officer)
/s/ Bruce N. Huff Senior Vice President, Chief Financial
-------------------------------- Officer and Director
Bruce N. Huff (Principal Financial and Accounting Officer)
/s/ Richard H. Schroeder President, Chief Operating Officer
-------------------------------- and Director
Richard H. Schroeder
/s/ Steve C. Voss Senior Vice President and Director
--------------------------------
Steve C. Voss
/s/ Michael M. Ameen, Jr. Director
--------------------------------
Michael M. Ameen, Jr.
Director
--------------------------------
Michael R. Eisenson
</TABLE>
<PAGE> 2
POWER OF ATTORNEY
August 7, 1997
Page 2
<TABLE>
<S> <C>
Director
-----------------------------------------------
Gary R. Petersen
Director
-----------------------------------------------
Hobart A. Smith
Director
-----------------------------------------------
Donald W. Raymond
/s/ Gary B. Wood Director
-----------------------------------------------
Gary B. Wood
</TABLE>
