This Registration Statement shall automatically become effective upon filing
in accordance with Rule 462 promulgated under the Securities Act of 1933,
as amended.
As filed with the Securities and Exchange Commission on January 19, 1996
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HIGH PLAINS CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-0901658
(State of incorporation) (I.R.S. Employer Identification No.)
200 W. Douglas, Ste. 820
Wichita, Kansas 67202
(Address, including zip code, of registrant's principal executive offices)
High Plains Corporation
1990 Stock Option Plan
High Plains Corporation
1992 Stock Option Plan
Stanley E. Larson
Stock Option Agreement
High Plains Corporation
1995 Employee Stock Purchase Plan
High Plains Corporation
1995 Key Management
Employee Stock Purchase Plan
(Full title of the Plans)
Raymond G. Friend
Executive Vice President and
Chief Financial Officer
High Plains Corporation
200 W. Douglas, Ste. 820
Wichita, Kansas 67202
(316) 269-4310
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
<PAGE>
Copy to:
Gary D. Gilson, Esq.
Blackwell Sanders Matheny Weary & Lombardi
10855 W. Dodge Road, Ste. 240
Omaha, Nebraska 68154
(402) 691-5000
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Proposed Proposed Maximum Amount of
to be Amount to be Maximum Offering Aggregate Offering Registration
Registered Registered Price Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, par 12,275 shares(1) $5.25(2) $64,444 $22.22
value $.10 per share
("Common Stock")
Common Stock 539,725 shares(1) $4.50(3) $2,428,763 $837.50
Common Stock 250,267 shares(1) $5.25(4) $1,313,902 $453.07
Common Stock 72,000 shares(1) $6.125(5) $441,000 $152.07
Common Stock 50,000 shares(1) $5.50(6) $275,000 $94.83
Common Stock 86,400 shares(1) $5.625(7) $486,000 $167.59
Common Stock 921,333 shares(1) $4.50(8) $4,145,999 $1,429.65
Common Stock 50,000 shares(1) $7.13(9) $356,500 $122.93
Common Stock 80,000 shares $2.25(10) $180,000 $62.07
Common Stock 250,000 shares $2.25(11) $562,500 $193.97
TOTAL 2,312,000 $3,535.90
<FN>
(1) Issuable upon exercise of plan options.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(h), based upon the exercise price of $5.25 per share of Common Stock for
shares subject to options previously granted under the High Plains Corporation
1990 Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) for shares issuable upon exercise of options that may be granted in
the future under the High Plains Corporation 1990 Stock Option Plan. The price
is based upon the average of the high and low prices of the Common Stock on
January 12, 1996, as reported on the NASDAQ National Market System.
</TABLE>
<PAGE>
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the exercise price of $5.25 per share of
Common Stock for shares subject to options previously granted under the High
Plains Corporation 1992 Stock Option Plan.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the exercise price of $6.125 per share
of Common Stock for shares subject to options previously granted under the
High Plains Corporation 1992 Stock Option Plan.
(6) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the exercise price of $5.50 per share of
Common Stock for shares subject to options previously granted under the High
Plains Corporation 1992 Stock Option Plan.
(7) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the exercise price of $5.625 per share
of Common Stock for shares subject to options previously granted under the
High Plains Corporation 1992 Stock Option Plan.
(8) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) for shares issuable upon exercise of options that
may be granted in the future under the High Plains Corporation 1992 Stock
Option Plan. The price is based upon the average of the high and low prices
of the Common Stock on January 12, 1996, as reported on the NASDAQ National
Market System.
(9) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the exercise price of $7.13 per share of
Common Stock for shares subject to options previously granted under the
Stanley E. Larson Stock Option Agreement, dated September 23, 1994.
(10) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The price is based upon the average of the high
and low prices of the Common Stock on January 12, 1996, as reported on the
NASDAQ National Market System, and, pursuant to the provisions of the High
Plains Corporation 1995 Employee Stock Purchase Plan which established a
purchase price equal to 50% of the fair market value of the Company's
Common Stock, is 50% of such average price.
(11) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The price is based upon the average of the high
and low prices of the Common Stock on January 12, 1996, as reported on the
NASDAQ National Market System, and, pursuant to the provisions of the High
Plains Corporation 1995 Key Management Employee Stock Purchase Plan which
established a purchase price equal to 50% of the fair market value of the
Company's Common Stock, is 50% of such average price.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by High Plains Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated in and made a part of this
Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995;
<PAGE>
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995;
(3) The Company's Current Report on Form 8-K dated
November 10, 1995; and
(4) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A, as filed with the Commission on December 31,
1987, including any amendment or report filed for the
purpose of updating such description.
All other documents filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") subsequent to the filing of this
Registration Statement and prior to the filing of a post-
effective amendment indicating that all of the securities offered
hereby have been sold, or deregistering all such securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated by reference or deemed to be 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 herein or in any other subsequently filed
document that also is or is deemed to be incorporated herein by
reference modifies or supersedes such statement. Any such
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.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 17-6305 of the Kansas General Corporation Code
(the "KGCC") provides that in the case of any action other than
by or in the right of the corporation and subject to the
procedures and limitations stated therein, a corporation may
indemnify any person who is made a party or threatened to be made
a party by reason of his or her being or having been a director
or officer of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in the defense of any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, if such
person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Section 17-6305 of the KGCC also permits a
corporation to indemnify officers and directors in actions, suits
or proceedings brought by or on behalf of the corporation under
the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged
liable to the corporation. The statute provides that such
indemnification is not exclusive of other rights of
indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. Article NINTH of the Company's Articles
of Incorporation (the "Charter") provides that the Company shall,
to the fullest extent permitted by Section 17-6305 of the KGCC or
any successor provision, indemnify all persons whom it may
indemnify pursuant thereto.
As permitted by Section 17-6002(b)(8) of the KGCC, Article
EIGHTH of the Company's Charter includes a provision that
provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty to the fullest extent permitted by
the KGCC.
The Company maintains an insurance policy under which
directors and officers are insured, within the limits and subject
to the limitations of the policy, against liabilities and
expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
4.1 Articles of Incorporation, as amended, of the Company
(incorporated herein by reference to Exhibits 3.1 through
3.10 to the Company's Registration Statement on Form S-1,
dated February 9, 1993, Reg. No. 33-58026 (the "1993
S-1")).
4.2 Certificate of Correction of Certificate of Amendment to
Articles of Incorporation of the Company, dated March 22,
1993.
<PAGE>
4.3 Certificate of Amendment to Articles of Incorporation of
the Company, dated October 14, 1994 (incorporated herein
by reference to Exhibit 3-7 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1995).
4.4 Certificate of Amendment of Articles of Incorporation of
the Company, dated November 22, 1994 (incorporated herein
by reference to Exhibit 3-8 to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1995).
4.5 Amended Bylaws, as amended, of the Company (incorporated
herein by reference to Exhibits 3.5 and 3.6 to the
Company's Registration Statement on Form S-1, dated
April 18, 1988, Reg. No. 33-21288 (the "1988 S-1")).
4.6 Form of Common Stock certificate (incorporated herein by
reference to Exhibit 4.1 to the 1988 S-1).
4.7 Form of Series 11-1/2% Convertible Preferred Stock
certificate (incorporated herein by reference to Exhibit
4.2 to the 1988 S-1).
4.8 Certificate of Designation, Preferences, Rights and
Limitations of the Series 11-1/2% Convertible Preferred
Stock, dated May 23, 1989 (incorporated herein by
reference to Exhibit 3.9 to the 1993 S-1).
4.9 High Plains Corporation 1990 Stock Option Plan
(incorporated herein by reference to Exhibit 4.6 to the
Company's Registration Statement on Form S-8 and Form S-3,
dated June 27, 1994, Registration No. 33-80832 (the "1994
Registration Statement on Form S-8 and Form S-3").
4.10 High Plains Corporation 1992 Stock Option Plan
(incorporated herein by reference to Exhibit 4.7 to the
Company's 1994 Registration Statement on Form S-8 and Form
S-3).
4.11 Amendment No. 1 dated November 18, 1994 to High Plains
Corporation 1990 Stock Option Plan.
4.12 Amendment dated November 18, 1994 to High Plains
Corporation 1992 Stock Option Plan.
4.13 Stanley E. Larson Stock Option Agreement, dated September
23, 1994.
4.14 High Plains Corporation 1995 Employee Stock Purchase Plan.
<PAGE>
4.15 High Plains Corporation 1995 Key Management Employee Stock
Purchase Plan.
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi.
23.1 Consent of Allen, Gibbs & Houlik L.C.
23.2 Consent of Blackwell Sanders Matheny Weary & Lombardi
(contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on signature pages hereto).
Item 9. Undertakings.
Rule 415 Offering.
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 (the "1933
Act");
(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;
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 to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the registration statement is on Form S-3
or Form S-8, and 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 Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, 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.
<PAGE>
(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.
Incorporation of Subsequent Exchange Act Documents By Reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under
the 1933 Act 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 1933
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 1933 Act and will be
governed by the final adjudication of such issue.
<PAGE>
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 Wichita, State of Kansas, on January 19, 1996.
HIGH PLAINS CORPORATION
By:/Stanley E. Larson
Chairman of the Board
and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stanley E. Larson and Raymond G. Friend, and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, 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 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 any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/Stanley E. Larson Chairman of the Board, January 19, 1996
President and
Director (Principal
Executive Officer)
/H.T. Ritchie Secretary and Director January 19, 1996
/Roger D. Skaer Treasurer and Director January 19, 1996
/Daniel O. Skolness Director January 19, 1996
/Donald M. Wright Director January 19, 1996
/John F. Chivers Directo r January 19, 1996
/Raymond G. Friend Executive Vice President January 19, 1996
and Chief Financial
Officer (Principal Financial
and Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
4.1 Articles of Incorporation, as amended, of the Company (incorporated
herein by reference to Exhibits 3.1 through 3.10 to the Company's
Registration Statement on Form S-1, dated February 9, 1993,
Reg. No. 33-58026 (the "1993 S-1")).
4.2 Certificate of Correction of Certificate of Amendment to Articles of
Incorporation of the Company, dated March 22, 1993.*
4.3 Certificate of Amendment to Articles of Incorporation of the Company, dated
October 14, 1994 (incorporated herein by reference to Exhibit 3-7 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995).
4.4 Certificate of Amendment of Articles of Incorporation of the Company, dated
November 22, 1994 (incorporated herein by reference to Exhibit 3-8 to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995).
4.5 Amended Bylaws, as amended, of the Company (incorporated herein by
reference to Exhibits 3.5 and 3.6 to the Company's Registration Statement
on Form S-1, dated April 18, 1988, Reg. No. 33-21288 (the "1988 S-1")).
4.6 Form of Common Stock certificate (incorporated herein by reference to
Exhibit 4.1 to the 1988 S-1).
4.7 Form of Series 11-1/2% Convertible Preferred Stock certificate
(incorporated herein by reference to Exhibit 4.2 to the 1988 S-1).
4.8 Certificate of Designation, Preferences, Rights and Limitations of the
Series 11-1/2% Convertible Preferred Stock, dated May 23,1989
(incorporated herein by reference to Exhibit 3.9 to the 1993 S-1).
4.9 High Plains Corporation 1990 Stock Option Plan (incorporated herein by
reference to Exhibit 4.6 to the Company's Registration Statement on
Form S-8 and Form S-3, dated June 27, 1994, Registration No. 33-80832
(the "1994 Registration Statement on Form S-8 and Form S-3")).
4.10 High Plains Corporation 1992 Stock Option Plan (incorporated herein by
reference to Exhibit 4.7 to the Company's 1994 Registration Statement on
Form S-8 and Form S-3).
<PAGE>
4.11 Amendment No. 1 dated November 18, 1994 to High Plains Corporation 1990
Stock Option Plan.*
4.12 Amendment dated November 18, 1994 to High Plains Corporation 1992 Stock
Option Plan.*
4.13 Stanley E. Larson Stock Option Agreement, dated September 23, 1994.*
4.14 High Plains Corporation 1995 Employee Stock Purchase Plan.*
4.15 High Plains Corporation 1995 Key Management Employee Stock Purchase Plan.*
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi.*
23.1 Consent of Allen, Gibbs & Houlik, L.C.*
23.2 Consent of Blackwell Sanders Matheny Weary & Lombardi
(contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on signature pages hereto).
*Filed herewith.
STATE OF KANSAS
OFFICE OF
SECRETARY OF STATE
BILL GRAVES [SEAL OF THE STATE
OF KANSAS]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETINGS:
I, BILL GRAVES, SECRETARY OF STATE OF THE STATE OF KANSAS, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF AN
ORIGINAL ON FILE AND OF RECORD IN THIS OFFICE.
IN TESTIMONY WHEREOF:
I HERETO SET MY HAND AND CAUSE TO BE AFFIXED MY
OFFICIAL SEAL. DONE AT THE CITY OF TOPEKA ON THE
DATE BELOW:
MAR 24, 1993
/BILL GRAVES
SECRETARY OF STATE
[SEAL OF THE SECRETARY OF
STATE - STATE OF KANSAS]
BY /WILLA M. ROE
ASSISTANT SECRETARY OF STATE
<PAGE>
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
HIGH PLAINS CORPORATION
Pursuant to Section 17-6003(f) of the Kansas General
Corporation Code (the "Code"), we, the undersigned President and
Secretary of High Plains Corporation, a corporation organized and
existing under any by virtue of the laws of the State of Kansas
(the "Corporation") do hereby certify that:
1. The Board of Directors of the Corporation, acting by
unanimous written consent pursuant to Section 17-6301(f) of the
Code, adopted a resolution for the purpose of correcting an
inaccuracy in Article Fourth of the Certificate of Amendment to the
Articles of Incorporation filed in the office of the Secretary of
State on December 16, 1986 (the "Amendment").
2. Specifically, the inaccuracy was the inadvertent
omission of the word "preferred" before the word "shares" in the
last line of the final paragraph of Article Fourth of the
Amendment.
3. The final paragraph of Article Fourth of the
Amendment shall be corrected to read as follows:
"Authority is expressly granted to the
Board of Directors of this Corporation to fix
by resolution or resolutions thereof any
voting powers, designations, preferences,
rights, qualifications, limitations or
restrictions of any class or of any series of
these preferred shares which are not in
conflict with the provisions herein."
4. This Certificate of Correction shall be effective as
of December 16, 1986, the date the Amendment was filed, except as
to any persons who may be substantially and adversely affected by
the correction and as to any such persons, the Certificate of
Correction shall be effective from the filing date.
<PAGE>
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the seal of the Corporation this 22ND day of MAR, 1993.
This Certificate of Correction has been prepared, and may be
executed in multiple counterparts, which when taken together shall
constitute a single document.
/Stanley E. Larson, President
/Hale Thompson Ritchie II, Secretary
STATE OF ARIZONA )
) SS.
COUNTY OF PIMA )
Be it remembered that before me, a Notary Public in and
for the aforesaid county and state, personally appeared Stanley E.
Larson, President of the Corporation, who is known to me to be the
same person who executed the foregoing certificate and duly
acknowledged its execution this 22ND day of MAR, 1993.
(SEAL)
/MARIA H. BROWNING
Notary Public
My commission expires: AUGUST 7, 1993
STATE OF KANSAS )
) SS.
COUNTY OF SEDGWICK )
Be it remembered that before me, a Notary Public in and
for the aforesaid county and state, personally appeared Hale
Thompson Ritchie II, Secretary of the Corporation, who is known to
me to be the same person who executed the foregoing certificate and
duly acknowledged its execution this 22 day of MARCH, 1993.
(SEAL)
/LISA J. SANDERS
Notary Public
My commission expires: 3/27/94
Amendment #1 to the High Plains Corporation
1990 Stock Option Plan (the "Plan")
November 18, 1994
The 1990 Plan is hereby amended to reflect the following changes:
Section C.
The number of shares of Common Stock that may be optioned or sold
under the Plan is one million, two hundred thousand (1,200,000).
Such number reflects stock splits that have occurred since the
inception of the Plan through November 18, 1994.
Section E.
In addition to the method for granting options described in Section
E. of the Plan, any person holding unexercised options granted
under the Plan shall, upon exercise of each of those options and
payment of the exercise price, be granted an option to purchase the
like quantity of Common Shares as those exercised in order to
replace their options. This provision shall only apply to the Plan
options that were issued other than under this Amendment (the
"Original Options").
Section F.
The option price of any options granted under this Amendment shall
be equal to the closing sales price of Company Common Stock
(appropriately adjusted for any stock split, stock dividend,
combination or exchange) as reported in the NASDAQ National Market
System on the day the Original Options granted under the Plan are
exercised.
Section G.
The exercise period for options granted pursuant to this Amendment
shall expire, any such options granted shall be no longer
exercisable, on the later to occur of (i) the expiration date of
the originally surrendered option or (ii) one year from the date of
grant of such option.
Section G.
Any option granted pursuant to this Amendment shall vest
immediately.
Section M.
The termination date of the Plan is eliminated.
Amendment to the High Plains Corporation
1992 Stock Option Plan (the "Plan")
November 18, 1994
The 1992 Plan is hereby amended to reflect the following changes:
Article III, Section 8.
The number of options available under the Plan is three million
(3,000,000). Such number reflects stock splits that have occurred
since the inception of the Plan through November 18, 1994.
Article II, Section 3; Article III, Section 10 and 11.
In addition to the other methods for granting options as specified
in the Plan, any person holding unexercised options granted under
the Plan shall, upon exercise of each of those options and payment
of the exercise price, be granted an option to purchase the like
quantity of Common Shares as those exercised in order to replace
their options. This provision shall only apply to the Plan options
that were issued other than under this Amendment (the "Original
Options").
Article III, Section 15.
The option price of any options granted under this Amendment shall
be equal to the closing sales price of Company Common Stock
(appropriately adjusted for any stock split, stock dividend,
combination or exchange) as reported in the NASDAQ National Market
System on the day the Original Options under the Plan are
exercised.
Article III, Section 15.
The exercise period for options granted pursuant to this Amendment
shall expire, and any such options granted shall be no longer
exercisable, on the later to occur of (i) the expiration date of
the originally surrendered option or (ii) one year from the date of
grant of such option.
Other Matters.
Any option granted pursuant to this Amendment shall vest
immediately.
The formula Plan provision as set out in the Amendment may not be
amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, ERISA, or the rules
thereunder. Each such amendment requires stockholder approval.
HIGH PLAINS CORPORATION
O. W. Garvey Building
200 W. Douglas, Suite #820
Wichita, KS 67202
(316) 269-4310 Fax (316) 269-4008
September 23, 1994
Stanley E. Larson
Chairman and President
High Plains Corporation
200 W. Douglas, Suite #820
Wichita, Kansas 67202
Dear Stan:
Please be advised that, pursuant to the Board of Director's request at the
August 29, 1994 meeting, the Compensation and Policy Committee has granted
additional stock options to you as incentive to remain Chairman and President
of High Plains Corporation for as long as possible, and to compensate you for
your extraordinary service to the company in connection with the acquisition
of the ethanol facility in New Iberia, La. on very favorable terms.
This letter agreement is your notification that, on September 13, 1994, the
Compensation and Policy Committee agreed to issue two separate options to
purchase the Company's Common Stock to you as follows:
1. A grant of 25,000 freestanding nonqualified options to purchase Common
Stock of High Plains Corporation at a price of $7.13, being the Fair
Market Value on September 13, 1994, the time and date on which these
options were granted. These options will have a term of ten years,
expiring on September 12, 2004, and will be subject to terms and
conditions similar to those contained in the Company's 1990 and 1992
Stock Option Plans. These options are issued as compensation for your
past service to the company, and in particular, your extraordinary
service in connection with the acquisition of the New Iberia ethanol
facility.
2. A separate grant of an additional 25,000 freestanding nonqualified
options to purchase Common Stock on the same terms and conditions as set
forth in item 1 above, as incentive to remain as President and Chairman
of High Plains corporation for as long as possible.
Please sign this letter agreement below in order to accept these stock
options on the terms described herein.
Yours very truly,
HIGH PLAINS CORPORATION ACCEPTED:
H.T. Ritchie, Chairman of __________________________
Compensation and Policy Committee Stanley E. Larson
DATE:_____________________
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
HIGH PLAINS CORPORATION
EMPLOYEES' STOCK PURCHASE PLAN
AUGUST 1, 1995
1. PURPOSE OF PLAN: The Board of Directors of High Plains
Corporation ("Company") has approved an Employee Stock Purchase
Plan ("Plan") to begin as of August 1, 1995. The Plan is intended
to provide employees of the Company with an incentive to remain in
the employ of the Company, and an opportunity to participate in the
growth of the business of the Company. Specifically, the Plan will
offer employees the opportunity to purchase stock that has a par
value of $.10 (the "Common Stock") of the Company at a significant
discount, and to pay for these shares of Common Stock through small
biweekly payroll deductions over a five year period.
2. ADMINISTRATION OF THE PLAN: The Plan shall be
administered by the Company's Board of Directors ("Board"). A
majority of the members of the Board present at any meeting shall
constitute a quorum. The acts of a majority of the members of the
Board present at any meeting at which a quorum is present, who are
disinterested in the actions taken, shall be the acts of the Board
hereunder.
Subject to the express provisions of the Plan, the Board shall
have the authority in its discretion to determine the individuals
to participate hereunder, the times when they shall receive the
opportunity to purchase shares and the number of shares to be
purchased, to construe the Plan and to make all other
determinations necessary or advisable for administering the Plan.
The determination of the Board on the matters referred to in this
section shall be conclusive. Initially, the day to day
administration of the plan (receipt of elections to participate,
accounting for payroll deductions and shares purchased, etc.) shall
be performed by Lisa Sanders at the Company's corporate office (the
"Plan Administrator"). The Board may designate a new Plan
Administrator from time to time in its sole discretion.
3. PURCHASE PRICE: Participating Employees (as defined in
paragraph 10 below) will be able to elect to purchase shares of
Common Stock at a price equal to 50% of its lowest market value
(the closing price bid for the Common Stock) recorded between May 1
and August 1 of each calendar year for which the employee makes an
election to purchase.
<PAGE>
4. ELIGIBLE EMPLOYEES AND SHARES AVAILABLE: Employees who
have completed one full year of full-time employment with the
Company prior to August 1 of the year for which an election
pursuant to paragraph 10 hereof is made, shall be eligible to
participate in the Plan ("Eligible Employee"). Each year each
Eligible Employee shall be eligible to elect to purchase that
number of shares which is equal to the product of the number of
years the Eligible Employee has worked for the Company times 100
shares. (Example: If an employee has completed one full year of
employment before August 1, 1995, he/she will be eligible to
purchase 100 shares during the first year of the Plan; 200 shares
during the second year of the Plan; and, 300 shares during the
third year of the Plan. If the employee has completed two full
years of employment before April 1, 1995, he/she will be eligible
to purchase 200 shares during the first year of the Plan; 300
during the second year; and, 400 during the third year.)
The aggregate number of shares which may be purchased under
the Plan shall not exceed 80,000, subject to adjustment in
accordance with paragraph 11. The shares of Common Stock to be
sold under the Plan shall be made available at the discretion of
the Board either from authorized but unissued shares of Common
Stock or from shares of Common Stock held in the treasury of the
Company. The shares to be issued under the Plan will be registered
by the company in conjunction with another registration, or through
an independent S-8 registration.
5. TERM OF PLAN: The Plan shall be in effect for a period
of three years from August 1, 1995 at which time it will terminate
(except for payroll deductions to complete elections made during
the term of the plan) unless extended by affirmative action of the
Board of Directors.
6. PAYMENT TERMS: Payment for this stock will be made only
through biweekly payroll deductions over a period of 5 years, at a
rate of 20% of the total purchase cost per year, divided by the 26
pay periods each year. Prepayments will not be available.
Example:
Employee purchases 100 shares at fair market value of $10.00
per share. The employee pays:
50% of the fair market value or $5.00 per share, for a
total purchase price of $500.00. Employee pays 20% of
the $500.00, or $100.00, annually. $100.00 divided by 26
pay periods is $3.85 each pay period.
7. VESTING: The stock ownership will vest in the employee's
name only upon the completion of the 5 year payment schedule.
There will be no partial vesting and no prepayment options. Even
in the event of the death or termination of the employee, no shares
will be transferred or delivered to the employee or his estate
until the completion of the five year period from the date the
first payment for the stock in question is withheld from the
employee's wages, and the employee will not be entitled to receive
any dividends, or to exercise any voting rights until the stock is
fully vested and transferred to the employee.
<PAGE>
8. RESTRICTIONS ON PAYROLL DEDUCTION ELECTION AND STOCK: An
employee's eligibility and participation in the Plan including, but
not limited to, payroll deduction privileges, may not be assigned,
transferred, or encumbered in any manner. In addition, prior to
the vesting of a Participating Employee's stock ownership in
accordance with paragraph 7 of this Plan, the designated ownership
of shares of common stock acquired by an employee hereunder may not
be sold, transferred, assigned, or pledged other than by will or by
the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of
1986, as amended (the "Code") or Title I of the Employee Retirement
Income Security Act, or the rules thereunder. After the vesting
provisions of paragraph 7 of this Plan are satisfied and a
Participating Employee receives shares of common stock in
accordance with the terms of the Plan, such shares may be sold,
transferred, assigned, or pledged provided such sale, transfer,
assignment, or pledge is done in accordance with the applicable
state and federal securities laws.
9. TERMINATION OF EMPLOYMENT: Upon termination of
employment for any reason (including death) prior to the completion
of the 5 year payment schedule, the employee (or his estate) will
receive the benefit of the 50% discount based upon the proportion
of the total paid to the total due at the date of his termination.
The employee will be deemed to have purchased only the proportion
of shares that are fully paid at termination, and will owe no more
payments for stock to the Company. The stock paid for will be
transferred to the employee at the end of the five year period
originally scheduled for payment. Any fractional shares purchased
will be rounded to the nearest whole share, so that if 50% or more
of the applicable price of any fractional share has been paid, that
entire share will be considered purchased by and will be
transferred to the employee. If less than 50% of the applicable
price of any fractional share has been paid, that share will not be
considered purchased by and will not be transferred. Upon the
expiration of the five year period required for vesting, the shares
will vest and will be transferred to the employee, his estate, or
the assignee of his estate. Any shares not paid for by the
employee at the time of termination will not be issued, nor will
the employee have the option to buy these shares.
Example: The employee agrees to have $3.85 withheld each
paycheck in order to pay for 100 shares when the fair market
value of the stock is $10.00 per share and his cost is $5.00
per share. If the employee works for 65 full pay periods and
then terminates, the employee will have had $250.25 withheld
to the point of termination and satisfied one-half of his
obligation for payment on the 100 shares. The employee will
be entitled to receive 50 shares. However, ownership and
possession of the stock will not be transferred to any
individual until 5 years have passed from the date on which
the first payment was withheld for this 100 share block.
<PAGE>
10. ELECTION TO PARTICIPATE: All eligible employees must
make a written election to participate in the Plan. The election
must be mailed or delivered to the Plan Administrator, or to any
other person designated by the Plan Administrator, on or before May
15 of the year in which the employee is eligible to participate
(with the exception that elections for the calendar year 1995 may
be made on or before January 26, 1996). The election shall
designate the number of shares the employee elects to purchase, or
shall simply state that the employee elects to purchase "all shares
eligible for purchase". The election will be acknowledged and
accepted by the Company by written confirmation to be returned to
the Employee on or before June 30 of the year for which the
election is made (except for confirmations for calendar 1995, which
shall be returned on or before January 30, 1996). Each employee
who receives a written confirmation from the company that the
employee's election to participate has been accepted, shall be a
"Participating Employee." Withholding of the purchase price
required will begin with the first payroll period in June of the
applicable year (the first payroll period in February, 1996, for
calendar 1995). If no election is made by an employee, the
inaction will be construed as an election not to participate.
11. ADJUSTMENT FOR STOCK SPLITS: All elections to purchase
hereunder, and the ultimate issuance of shares to the employee will
be adjusted to take into account any stock splits or dividends
which may occur during the term of this Plan.
12. TAX ELECTION OPTION: The Company urges each employee
participating in this Plan to seek the advice of their tax
professional with regard to the tax implications and consequences
of participating and purchasing shares under the terms of the Plan.
13. AMENDMENTS TO PLAN: The Board may at any time terminate
or from time to time modify of suspend the Plan, provided that no
such termination or modification shall affect Employees right to
receive (in accordance with the terms of the Plan) the proportion
of shares for which the Employee has already paid.
<PAGE>
14. WITHDRAWAL FROM THE PLAN: Participating employees may
withdraw from the Plan, effective as of the end of any calendar
month, by giving written notice to the Company not later than the
15th day of such month. Upon such withdrawal, no further payroll
deductions shall be made for stock purchases, and the Employee
shall be treated, for the purposes of this plan only, as if he/she
had terminated his employment with the Company. A participating
employee who withdraws from the Plan may not re-enter the Plan
until the commencement of the next succeeding participation period.
A participant whose contributions under the Plan shall have been
discontinued by reason of an absence on leave required by law, or
approved by an authorized representative of the Company shall not
be considered to have withdrawn from the Plan, and payroll
deductions shall be resumed as soon as such Employee shall return
to work following such absence or leave.
Dated this ____ day of _____, 1995.
HIGH PLAINS CORPORATION
BY __________________
Stanley E. Larson
President and CEO
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
HIGH PLAINS CORPORATION
KEY MANAGEMENT
EMPLOYEES' STOCK PURCHASE PLAN
AUGUST 1, 1995
1. PURPOSE OF PLAN: The Board of Directors of High Plains
Corporation ("Company") has approved an Employee Stock Purchase
Plan for Key Management Employees ("Plan") to begin as of August 1,
1995. The Stockholders of the Company also approved this plan at
the annual Stockholders meeting held on November 17, 1995. The
Plan is intended to provide certain designated management employees
of the Company with an incentive to remain in the employ of the
Company, and an opportunity to participate in the growth of the
business of the Company. Specifically, the Plan will offer
employees the opportunity to purchase stock that has a par value of
$.10 (the "Common Stock") of the Company at a significant discount,
and to pay for these shares of Common Stock through small biweekly
payroll deductions over a five year period.
2. ADMINISTRATION OF THE PLAN: The Plan shall be
administered by the Company's Board of Directors ("Board"). A
majority of the members of the Board present at any meeting shall
constitute a quorum. The acts of a majority of the members of the
Board present at any meeting at which a quorum is present, who are
disinterested in the actions taken, shall be the acts of the Board
hereunder.
Subject to the express provisions of the Plan, the Board shall
have the authority in its discretion to determine the individuals
to participate hereunder, the times when they shall receive the
opportunity to purchase shares and the number of shares to be
purchased, to construe the Plan and to make all other
determinations necessary or advisable for administering the Plan.
The determination of the Board on the matters referred to in this
section shall be conclusive. Initially, the day to day
administration of the plan (receipt of elections to participate,
accounting for payroll deductions and shares purchased, etc.) shall
be performed by Lisa Sanders at the Company's corporate office (the
"Plan Administrator"). The Board may designate a new Plan
Administrator from time to time in its sole discretion.
3. PURCHASE PRICE: Participating Employees (as defined in
paragraph 10 below) will be able to elect to purchase shares of
Common Stock at a price equal to 50% of its lowest market value
(the closing price bid for the Common Stock) recorded between May 1
and August 1 of each calendar year for which the employee makes an
election to purchase.
<PAGE>
4. ELIGIBLE EMPLOYEES AND SHARES AVAILABLE: Eligible
employees shall be those full-time employees who have been
designated by the compensation committee of the Board to
participate in this Plan. The following employees have been
designated to participate in the plan at this time, and additional
employees may be designated by the compensation committee of the
Board from time to time as they deem appropriate. For the purposes
of this plan only, the original employment dates for the employees
currently eligible to participate in this plan are as follows:
Stan Larson May, 1984
Ray Friend June, 1985
Greg Heuer October, 1985
Dianne Rice July, 1989
Danny Allison September, 1994
Chris Standlee March, 1995
Bill Reichenberger April 9, 1986
Mike Eli May 1, 1986
Steve Van Norden December 28, 1992
Joe Casey August 29,1994
Richard Hanson May 8, 1995
These designated employees shall be entitled to elect to
purchase 1,000 shares during each year of the plan, plus an
additional 1,000 shares for each year of employment with the
company completed prior to August 1 of the year for which the
election is made. (Example: If two full years of employment have
been completed before August 1, 1995, you will be eligible to elect
to purchase 1,000 shares, plus an additional 2,000 shares during
the first year of the plan; 1,000 shares plus an additional 3,000
shares during the second year of the plan; and, 1,000 shares plus
an additional 4,000 during the third year.)
The aggregate number of shares which may be purchased under
the Plan shall not exceed 250,000, subject to adjustment in
accordance with paragraph 11. The shares of Common Stock to be
sold under the Plan shall be made available at the discretion of
the Board either from authorized but unissued shares of Common
Stock or from shares of Common Stock held in the treasury of the
Company. The shares to be issued under the Plan will be registered
by the company in conjunction with another registration, or through
an independent S-8 registration.
Any employee participating in this Employee Stock Purchase
Plan shall be excluded from participation in any other stock
purchase plan offered by the company during the time period in
which this plan is in effect.
5. TERM OF PLAN: The Plan shall be in effect for a period
of three years from August 1, 1995 at which time it will terminate
(except for payroll deductions to complete elections made during
the term of the plan) unless extended by affirmative action of the
Board of Directors.
<PAGE>
6. PAYMENT TERMS: Payment for this stock will be made only
through biweekly payroll deductions over a period of 5 years, at a
rate of 20% of the total purchase cost per year, divided by the 26
pay periods each year. Prepayments will not be available, except
in the event that an employee who is also an officer of the Company
achieves ten continuous years of employment as set forth below.
Example:
Employee purchases 100 shares at fair market value of $10.00
per share. The employee pays:
50% of the fair market value or $5.00 per share, for a
total purchase price of $500.00. Employee pays 20% of
the $500.00, or $100.00, annually. $100.00 divided by 26
pay periods is $3.85 each pay period.
7. VESTING: The stock ownership will vest in the employee's
name only upon the completion of the 5 year payment schedule.
There will be no partial vesting and no prepayment options, except
that any employee who is also an officer of the company and who has
achieved at least ten continuous years of employment with the
Company during the term of this Plan, shall have the option to pre-
pay any balance due for shares purchased pursuant to this Plan, at
which time the Company will immediately transfer said shares to the
employee. Excluding only this exception for ten years of service,
even in the event of the death or termination of the employee, no
shares will be transferred or delivered to the employee or his
estate until the completion of the five year period from the date
the first payment for the stock in question is withheld from the
employee's wages, and the employee will not be entitled to receive
any dividends, or to exercise any voting rights until the stock is
fully vested and transferred to the employee.
8. RESTRICTIONS ON PAYROLL DEDUCTION ELECTION AND STOCK: An
employee's eligibility and participation in the Plan including, but
not limited to, payroll deduction privileges, may not be assigned,
transferred, or encumbered in any manner. In addition, prior to
the vesting of a Participating Employee's stock ownership in
accordance with paragraph 7 of this Plan, the designated ownership
of shares of common stock acquired by an employee hereunder may not
be sold, transferred, assigned, or pledged other than by will or by
the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of
1986, as amended (the "Code") or Title I of the Employee Retirement
Income Security Act, or the rules thereunder. After the vesting
provisions of paragraph 7 of this Plan are satisfied and a
Participating Employee receives shares of common stock in
accordance with the terms of the Plan, such shares may be sold,
transferred, assigned, or pledged provided such sale, transfer,
assignment, or pledge is done in accordance with the applicable
state and federal securities laws.
<PAGE>
9. TERMINATION OF EMPLOYMENT: Upon termination of
employment for any reason (including death) prior to the completion
of the 5 year payment schedule, the employee (or his estate) will
receive the benefit of the 50% discount based upon the proportion
of the total paid to the total due at the date of his termination.
The employee will be deemed to have purchased only the proportion
of shares that are fully paid at termination, and will owe no more
payments for stock to the Company. The stock paid for will be
transferred to the employee at the end of the five year period
originally scheduled for payment. Any fractional shares purchased
will be rounded to the nearest whole share, so that if 50% or more
of the applicable price of any fractional share has been paid, that
entire share will be considered purchased by and will be
transferred to the employee. If less than 50% of the applicable
price of any fractional share has been paid, that share will not be
considered purchased by and will not be transferred. Upon the
expiration of the five year period required for vesting, the shares
will vest and will be transferred to the employee, his estate, or
the assignee of his estate. Any shares not paid for by the
employee at the time of termination will not be issued, nor will
the employee have the option to buy these shares.
Example: The employee agrees to have $3.85 withheld each
paycheck in order to pay for 100 shares when the fair market
value of the stock is $10.00 per share and his cost is $5.00
per share. If the employee works for 65 full pay periods and
then terminates, the employee will have had $250.25 withheld
to the point of termination and satisfied one-half of his
obligation for payment on the 100 shares. The employee will
be entitled to receive 50 shares. However, ownership and
possession of the stock will not be transferred to any
individual until 5 years have passed from the date on which
the first payment was withheld for this 100 share block.
10. ELECTION TO PARTICIPATE: All eligible employees must
make a written election to participate in the Plan. The election
must be mailed or delivered to the Plan Administrator, or to any
other person designated by the Plan Administrator, on or before May
15 of the year in which the employee is eligible to participate
(with the exception that elections for the calendar year 1995 may
be made on or before January 26, 1996). The election shall
designate the number of shares the employee elects to purchase, or
shall simply state that the employee elects to purchase "all shares
eligible for purchase". The election will be acknowledged and
accepted by the Company by written confirmation to be returned to
the Employee on or before June 30 of the year for which the
election is made (except for confirmations for calendar 1995, which
shall be returned on or before January 30, 1996). Each employee
who receives a written confirmation from the company that the
employee's election to participate has been accepted, shall be a
"Participating Employee." Withholding of the purchase price
required will begin with the first payroll period in June of the
applicable year (the first payroll period in February, 1996, for
calendar 1995). If no election is made by an employee, the
inaction will be construed as an election not to participate.
<PAGE>
11. ADJUSTMENT FOR STOCK SPLITS: All elections to purchase
hereunder, and the ultimate issuance of shares to the employee will
be adjusted to take into account any stock splits or dividends
which may occur during the term of this Plan.
12. TAX ELECTION OPTION: The Company urges each employee
participating in this Plan to seek the advice of their tax
professional with regard to the tax implications and consequences
of participating and purchasing shares under the terms of the Plan.
13. AMENDMENTS TO PLAN: The Board may at any time terminate
or from time to time modify of suspend the Plan, provided that no
such termination or modification shall affect Employees right to
receive (in accordance with the terms of the Plan) the proportion
of shares for which the Employee has already paid.
14. WITHDRAWAL FROM THE PLAN: Participating employees may
withdraw from the Plan, effective as of the end of any calendar
month, by giving written notice to the Company not later than the
15th day of such month. Upon such withdrawal, no further payroll
deductions shall be made for stock purchases, and the Employee
shall be treated, for the purposes of this plan only, as if he/she
had terminated his employment with the Company. A participating
employee who withdraws from the Plan may not re-enter the Plan
until the commencement of the next succeeding participation period.
A participant whose contributions under the Plan shall have been
discontinued by reason of an absence on leave required by law, or
approved by an authorized representative of the Company shall not
be considered to have withdrawn from the Plan, and payroll
deductions shall be resumed as soon as such Employee shall return
to work following such absence or leave.
Dated this ____ day of _____, 1995.
HIGH PLAINS CORPORATION
BY________________________
Stanley E. Larson
President and CEO
January 12, 1996
High Plains Corporation
O.W. Garvey Bldg.
200 W. Douglas, Suite 820
Wichita, KS 67202-3008
Gentlemen:
We refer to the Registration Statement of High Plains Corporation
(the "Company") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 2,312,000 shares of the Company's Common Stock, $.10 par value
(the "Common Stock"), to be sold in connection with the High Plains
Corporation 1990 Stock Option Plan, the High Plains Corporation 1992 Stock
Option Plan, the Stanley E. Larson Stock Option Agreement, the High Plains
Corporation 1995 Employee Stock Purchase Plan, and the High Plains Corporation
1995 Key Management Employee Stock Purchase Plan (the "Plans").
We have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.
Based upon the foregoing, it is our opinion that the 2,312,000 shares of Common
Stock to be issued under the Plans have been duly authorized and, when purchased
in accordance with the Plans, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Blackwell, Sanders, Matheny, Weary & Lombardi
CONSENT OF ALLEN, GIBBS & HOULIK, L.C., INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 11, 1995, which appears on
page 20 of the 1995 Annual Report to Shareholders of High Plains Corporation.
ALLEN, GIBBS & HOULIK, L.C.
Wichita, Kansas
January 19, 1996
