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As filed with the Securities and Exchange Commission on April 2, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARCOR ENERGY, INC.
(Name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1330 33-0234380
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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4400 POST OAK PARKWAY, SUITE 2220
HOUSTON, TEXAS 77027
(713) 961-1804
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
GARY S. PECK
VICE PRESIDENT-FINANCE
4400 POST OAK PARKWAY, SUITE 2220
HOUSTON, TEXAS 77027
(713) 961-1804
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
HARCOR ENERGY, INC. 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Copy to:
MICHAEL P. FINCH
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
(713) 758-2128
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of Amount to be maximum offering maximum aggregate Amount of
securities to be registered registered price per share offering price(1) registration fee
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Common Stock,
par value $.10 . . . . . 300,000 $ (1) $1,355,033 $468.00
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(1) In accordance with Rule 457(h), the aggregate offering price of 70,000
shares of Common Stock registered hereby is based upon the price at which
outstanding options granted may be exercised for such Common Stock. With
respect to the remaining 230,000 shares of Common Stock, the aggregate
offering price is estimated, solely for purposes of calculating the
registration fee, in accordance with Rule 457(h) on the basis of the price
of securities of the same class, as determined in accordance with Rule
457(c), using the average of the high and low prices reported on the
National Association of Securities Dealers, Inc. Automated Quotation System
of the Common Stock on March 27, 1996.
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PART II
INFORMATION NOT REQUIRED IN THIS REGISTRATION STATEMENT
This Registration Statement on Form S-8 is to register for sale under the
Securities Act of 1993, as amended, an additional 300,000 shares of Common
Stock, $.10 par value, of HarCor Energy, Inc. (the "Company") pursuant to the
Company's 1992 Non-Employee Directors' Stock Option Plan (the "Plan").
Pursuant to General Instruction E of Form S-8, the contents of the Company's
previously filed Registration Statement on Form S-8 relating to the Plan (File
No. 33-69312), including all exhibits thereto, are incorporated herein by
reference.
ITEM 8. EXHIBITS
5 -- Opinion of Vinson & Elkins L.L.P. (including consent)
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Ryder Scott Company Petroleum Engineers
23.3 -- Consent of Huddleston & Co. Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Houston, State of Texas,
on the 2nd day of April, 1996.
HARCOR ENERGY, INC.
By: /s/ MARK G. HARRINGTON
Mark G. Harrington
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark G. Harrington, Francis H. Roth and
Gary S. Peck, or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, 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 to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
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, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ MARK G. HARRINGTON Chairman of the Board April 2, 1996
Mark G. Harrington Chief Executive Officer and Director
(Principal Executive Officer)
/s/ FRANCIS H. ROTH President, Chief Operating Officer April 2, 1996
Francis H. Roth and Director
/s/ GARY S. PECK Vice President-Finance, April 2, 1996
Gary S. Peck Chief Financial Officer and Secretary
/s/ ROBERT J. CRESCI (Principal Financial and April 2, 1996
Robert J. Cresci Accounting Officer)
/s/ VINOD K. DAR Director April 2, 1996
Vinod K. Dar
_____________________________ Director
David E. K. Frischkorn, Jr.
_____________________________ Director
Ambrose K. Monell
/s/ HERBERT OAKES Director April 2, 1996
Herbert Oakes
/s/ ROBERT A. SHORE Director April 2, 1996
Robert A. Shore
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EXHIBIT INDEX
5 -- Opinion of Vinson & Elkins L.L.P. (including consent)
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Ryder Scott Company Petroleum Engineers
23.3 -- Consent of Huddleston & Co. Inc.
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EXHIBIT 5
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[VINSON & ELKINS LETTERHEAD]
April 1, 1996
HarCor Energy, Inc.
4400 Post Oak Parkway, Suite 2220
Houston, Texas 77027
Gentlemen:
We are acting as counsel for HarCor Energy, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "SEC") for the purpose of registering
under the Securities Act of 1933, as amended (the "Act"), the offer and sale to
certain of the Company's employees and directors of 300,000 shares (the
"Issuable Shares") of the Company's common stock, par value $.10 per share (the
"Common Stock") which are issuable upon exercise of certain options (the
"Options") granted by the Company to such employees and directors.
Before rendering our opinions, we examined such corporate records of
the Company, resolutions of its Board of Directors and certificates,
instruments and other documents, and we reviewed such questions of law, as we
considered appropriate for purposes of our opinions.
Based upon the foregoing, we are of the opinion that:
(1) the Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware;
(2) the Issuable Shares, upon payment therefor and issuance by the
Company in accordance with the terms of the option agreements relating to the
Options will be validly issued, fully paid and nonassessable; and
(3) the Issued Shares are validly issued, fully paid and
nonassessable.
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HarCor Energy, Inc.
Page 2
April 1, 1996
This opinion is rendered as of the effective date of the Registration
Statement. We hereby consent to the reference to our name in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement, but we do not admit that we are within the class of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 22, 1996
included in the HarCor Energy, Inc. Form 10-K for the year ended December 31,
1995 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 2, 1996
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT PETROLEUM CONSULTANTS
As independent petroleum consultants, Ryder Scott Company hereby
consents to (i) the reference to our Firm as experts, (ii) the summarization of
our report entitled "Estimated Future Reserves and Income Attributable to
Certain Leasehold and Royalty Interests of HarCor Energy, Inc. as of January 1,
1996," as detailed in Form 10-K for the year ended December 31, 1995 for HarCor
Energy, Inc. filed with the Securities and Exchange Commission in March, 1996
and (iii) the incorporation by reference of such Form 10-K in the Registration
Statement on Form S-8 relating to the HarCor Energy, Inc. 1992 Non-Employee
Directors' Stock Option Plan filed with the Securities and Exchange Commission
on or about April 1, 1996 and any amendment thereto that incorporates by
reference such Form 10-K.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 29, 1996
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EXHIBIT 23.3
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CONSENT OF INDEPENDENT PETROLEUM ENGINEER
As independent petroleum consultants, Huddleston & Co., Inc., hereby consents
to (i) the reference to our Firm as experts, (ii) the summarization of our
report entitled "HarCor Energy, Inc., Estimated Future Reserves and Revenues
for Certain Properties as of January 1, 1996," as detailed in Form 10-K for the
year ended December 31, 1995, for HarCor Energy, Inc., filed with the
Securities and Exchange Commission in March, 1996, and (iii) the incorporation
by reference of such Form 10-K in the Registration Statement on Form S-8
relating to the HarCor Energy, Inc. 1992 Non-Employee Directors' Stock Option
Plan filed with the Securities and Exchange Commission on or about April 1,
1996 and any amendment thereto that incorporates by reference such Form 10-K.
HUDDLESTON & CO., INC.
/s/ PETER D. HUDDLESTON, P.E.
Peter D. Huddleston, P.E.
President
Houston, Texas
March 27, 1996
