As filed with the Securities and Exchange Commission on June 29, 1999
Registration No. 333-_______
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
HALLWOOD ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1489099
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4610 South Ulster Street, Suite 200
Denver, Colorado 80237
(Address of principal executive offices) (Zip code)
1999 Long-Term Incentive Plan
of
Hallwood Energy Corporation
(Full title of the plan)
- --------------------------------------------------------------------------------
Cathleen M. Osborn, Esq.
Vice President
Hallwood Energy Corporation
4610 South Ulster Street, Suite 200
Denver, Colorado 80237
(Name and address of agent for service)
(303) 850-7373
(Telephone number, including area code, of agent for service)
With a copy to
W. Alan Kailer, Esq.
Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered(1)(2) per share(3)(4) offering price(3)(4) fee (4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 1,200,000 shares $7.00 $7,518,000 $2,090.00
Series A Cumulative Preferred Stock, 180,000 shares $8.375 $1,507,500 $ 419.09
$0.01 par value per share
====================================================================================================================================
<FN>
(1) Consists of 1,200,000 shares of common stock (and associated preferred
stock purchase rights) and 180,000 shares of preferred stock reserved for
issuance to directors, employees and consultants of Hallwood Energy
Corporation and its subsidiaries pursuant to the 1999 Long-Term Incentive
Plan of Hallwood Energy Corporation (the "Plan").
(2) Pursuant to Rule 416, this Registration Statement also covers such
additional shares as may hereinafter be offered or issued resulting from
stock splits, stock dividends, recapitalizations or certain other capital
adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per
share of common stock and preferred stock respectively, offered hereunder
pursuant to the Plan is based upon (i) 600,000 shares of common stock and
180,000 shares of preferred stock, respectively, reserved for issuance
under the Plan, but not subject to outstanding stock options under the
Plan, at prices per share of $5.53 and $8.375, which are the averages of
the highest and the lowest prices per share of the common stock and
preferred stock, respectively, on The NASDAQ National Market on June 28,
1999; and (ii) 600,000 shares of common stock reserved for issuance and
subject to stock options already granted under the Plan, at an exercise
price of $7.00 per share of common stock.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Hallwood Energy Corporation (the "Company" or the "Registrant") hereby
incorporates by reference in this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "Commission"):
(1) Registration Statement on Form S-4 of the Company (No.
333-77409), filed with the Commission on April 30, 1999; and
(2) The description of the Company's Common Stock, the description of
the Company's Preferred Stock and the description of the
Company's Rights set forth in the registration statement on Form
8-A filed with the Commission on June 4, 1999, including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Company with the Commission 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 date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Registrant also provides that
each person who was or is made a party or is threatened to be made a party or is
involved in any threatened, pending or completed action, suit or proceeding,
whether formal or informal, whether of a civil, criminal, administrative or
investigative nature (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Registrant, whether the basis of such proceeding is
an alleged action or inaction in an official capacity or in any other capacity
while serving as a director or officer, shall be indemnified and held harmless
by the Registrant to the fullest extent permissible under Delaware law, as the
same exists or may hereafter exist in the future (but, in the case of any future
change, only to the extent that such change permits the Registrant to provide
broader indemnification rights than the law permitted prior to such change),
against all costs, charges, expenses, liabilities and losses (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of his or her heirs, executors and administrators.
The Registrant shall pay expenses actually incurred by a director or
officer in connection with any proceeding in advance of its final disposition;
provided, however, that if Delaware law then requires, the payment of such
expenses incurred in advance of the final disposition of a proceeding shall be
made only upon delivery to the Registrant of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified.
II-1
<PAGE>
If a claim under the provisions above is not paid in full by the
Registrant within 30 days after a written claim has been received by the
Registrant, the claimant may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim and, if successful in whole
or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. Neither the failure of the Registrant (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination that indemnification of the claimant is permissible in the
circumstances because the claimant has met the applicable standard of conduct,
if any, nor an actual determination by the Registrant (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met the standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the standard of conduct.
The Registrant has also adopted provisions in its Certificate of
Incorporation that limit the liability of its directors and officers. Under the
Certificate of Incorporation, and as permitted the laws of the State of
Delaware, a director is not liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty, except for liability for (i) any
breach of the director's duty of loyalty to the Registrant or its stockholders;
(ii) acts or omissions which involve intentional misconduct or a knowing
violation of the law; (iii) the payment of any unlawful dividend, stock purchase
or redemption; or (iv) any transaction from which the director derived any
improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as a part of this Registration
Statement.
Exhibit Description
------- -----------
3.1** Certificate of Incorporation of Hallwood Energy Corpora-
tion
3.2** Certificate of Designations of the Series A Cumulative
Preferred Stock of Hallwood Energy Corporation
3.3** Form of Certificate of Designations of the Series B Junior
Participating Preferred Stock of Hallwood Energy Corpora-
tion
3.4** Form of Rights Agreement
4.1** 1999 Long-Term Incentive Plan of Hallwood Energy Corpora-
tion
4.2** 1999 Long-Term Incentive Plan Loan Program for Hallwood
Energy Corporation
4.3** Form of Nonqualified Stock Option Agreement
5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1* Consent of Jenkens & Gilchrist, a Professional Corporation
(included in Exhibit 5.1)
23.2* Consent of Deloitte & Touche LLP
24 Power of Attorney (included on signature page)
- -----------------------
* Filed herewith.
** Filed as an exhibit to the Company's Registration Statement on
Form S-4 (No. 333-77409), filed with the Commission on April
30, 1999, and incorporated herein by reference.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
II-2
<PAGE>
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
a. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
b. 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
c. 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.
(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; and
(3) To remove from registration by means of a post-effective amendment
any 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 an indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as an expressed in the Securities Act of 1933 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 of whether such indemnification by it is against
public policy as an expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
II-3
<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
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 Dallas, Texas, on June 28, 1999.
HALLWOOD ENERGY CORPORATION
By: /s/ William L. Guzzetti
------------------------
William L. Guzzetti, President
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints William L. Guzzetti and Cathleen
M. Osborn, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates included:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William L. Guzzetti President, Principal Executive Officer, June 28, 1999
- --------------------------------------- Director
William L. Guzzetti
/s/ Thomas J. Jung Vice President, Principal Financial June 28, 1999
- --------------------------------------- and Accounting Officer
Thomas J. Jung
/s/ Anthony J. Gumbiner Director June 28, 1999
- ---------------------------------------
Anthony J. Gumbiner
Director June __, 1999
- ---------------------------------------
Brian M. Troup
Director June __, 1999
- ---------------------------------------
Hans-Peter Holinger
Director June __, 1999
- ---------------------------------------
Rex A. Sebastian
/s/ Nathan C. Collins Director June 28, 1999
- ---------------------------------------
Nathan C. Collins
/s/ John R. Isaac, Jr. Director June 28, 1999
- ---------------------------------------
John R. Isaac, Jr.
II-4
<PAGE>
Director June __, 1999
- ---------------------------------------
Jerry A. Lubliner
/s/ Hamilton P. Schrauff Director June 28, 1999
- ---------------------------------------
Hamilton P. Schrauff
Bill M. Van Meter Director June 28, 1999
- ---------------------------------------
Bill M. Van Meter
</TABLE>
II-5
Exhibit 5.1
[Letterhead of Jenkens & Gilchrist]
June 28, 1999
Hallwood Energy Corporation
4610 South Ulster Street
Suite 200
Denver, Colorado 80237
Re: Hallwood Energy Corporation Registration Statement
Gentlemen:
We have acted as counsel to Hallwood Energy Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about June 28, 1999, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 1,200,000
shares of common stock, $0.01 par value per share (the "Common Stock"), and
180,000 shares of Series A Cumulative Preferred Stock, par value $0.01 per share
(the "Preferred Stock") of the Company that have been or may be issued by the
Company under the 1999 Long-Term Incentive Plan of the Company (the "Plan").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Certificate of Incorporation of the Company; (2) minutes and records
of the corporate proceedings of the Company with respect to the establishment of
the Plan, the issuance of shares of Common Stock pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plan; and (4) such other documents and instruments as we have deemed
necessary for the expression of opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation as amended,
minutes, records, resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon the firm's examination, consideration of, and reliance on
the documents and other matters described above, and subject to the assumptions
noted below, this firm is of the opinion that the Company presently has
available at least 1,200,000 shares of authorized but unissued and/or treasury
shares of Common Stock and at least 180,000 shares of authorized but unissued
and or treasury shares of Preferred Stock from which may be issued the shares of
Common Stock or Preferred Stock issued or proposed to be issued pursuant to the
exercise of options granted under the Plan.
Assuming that:
(1) the outstanding options are duly granted, and the options to be
granted in the future will be duly granted in accordance with the terms of the
Plan;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons granted
shares of Common Stock and Preferred Stock under the Plan; and
(3) the consideration for Common Stock and Preferred Stock issued
pursuant to the Plan is actually received by the Company as provided in the Plan
(and in the agreements executed in connection with the Plan) and exceeds the par
value of such shares;
then the 1,200,000 shares of Common Stock and 180,000 shares of Preferred Stock
that may be issued in accordance with the terms of the Plan will be, when and if
issued, duly and validly issued, fully paid and nonassessable.
1
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ W. Alan Kailer
-------------------------------------
W. Alan Kailer, Authorized Signatory
2
Exhibit 23.2
Independent Auditor's Consent
We consent to the incorporation by reference in this Registration Statement of
Hallwood Energy Corporation on Form S-8 of our reports dated March 24, 1999
(relating to the consolidated financial statements of Hallwood Consolidated
Resources Corporation and Hallwood Energy Partners, L.P.) Appearing in the
Registration Statement (No. 333-77409) on Form S-4 of Hallwood Energy
Corporation.
/s/ Deloitte & Touche LLP
- -----------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
June 25, 1999
1
