As filed with the Securities and Exchange Commission on April 23, 1998
Registration No. 333-41035
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
PRIMA ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1097578
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1801 Broadway, Suite 500 Denver, CO 80202
(Address of Principal Executive Offices) (Zip Code)
PRIMA ENERGY CORPORATION 1993 STOCK INCENTIVE PLAN
(Full title of the plan)
Richard H. Lewis, President
Prima Energy Corporation
1801 Broadway, Suite 500
Denver, Colorado 80202
(Name and address of agent for service)
(303) 297-2100
(Telephone number, including area code, of agent for service)
Copies to:
Sandra J. Irlando, Thomas H. Maxfield, Esq.
Vice President, Accounting Baker & Hostetler LLP
Prima Energy Corporation 303 East 17th Avenue, Suite 1100
1801 Broadway, Suite 500 Denver, Colorado 80203
Denver, Colorado 80202
===========================================================================<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
The following exhibits are filed herewith:
Item 601
Exhibit Cross
Number Reference Document as Form S-8 Exhibit
- ------- --------- ----------------------------
4.1 4 Article Five of the Certificate of Incorporation of
Prima Energy Corporation (Incorporated herein by
reference to Exhibit 3.1 to the Quarterly Report on
Form 10-Q of Prima Energy Corporation for the nine
months ended September 30, 1997, Commission File
No. 0-9408.)
5.1 5 Opinion re Legality (With Consent) (Incorporated by
reference to Exhibit 5.1 to Form S-8 Registration
Statement (Registration No. 333-41035)).
10.1 10 Prima Energy Corporation 1993 Stock Incentive Plan
Incorporated herein by reference to Exhibit 10.4 to
the Annual Report on Form 10-K of Prima Energy
Corporation for the year ended December 31, 1993,
Commission File No. 0-9408.)
23.1.1 23 Consent of Deloitte & Touche LLP
II - 1<PAGE>
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 Post-
Effective Amendment No. 1 to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado on the 15th day of April, 1998.
PRIMA ENERGY CORPORATION
By: /s/ Richard H. Lewis
------------------------------------
Richard H. Lewis
Chairman of the Board, President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to this Registration Statement has been signed as
of April 15, 1998, by the following persons in the capacities indicated:
/s/ Richard H. Lewis
- --------------------- Chairman of the Board, President and Treasurer
Richard H. Lewis (Principal Executive and Financial Officer)
/s/ Sandra J. Irlando
- ---------------------- Vice President of Accounting and Controller
Sandra J. Irlando (Principal Accounting Officer)
/s/ Robert E. Childress
- ------------------------ Director
Robert E. Childress
/s/ Douglas J. Guion
- --------------------- Director
Douglas J. Guion
- ---------------------- Director
John P. Lockridge
- ---------------------- Director
George L. Seward
II - 2
EXHIBIT 23.1.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective Amendment
No. 1 to Registration Statement No. 333-41035 of Prima Energy Corporation
on Form S-8 of our report dated March 13, 1998, appearing in the Annual Report
on Form 10-K of Prima Energy Corporation for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
April 15, 1998
