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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2000
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
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PLAINS RESOURCES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2898764
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 DALLAS, SUITE 700
HOUSTON, TEXAS 77002
(713) 654-1414
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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OFFICER STOCK OPTIONS
(full title of the plan)
TIM MOORE
VICE PRESIDENT AND GENERAL COUNSEL
PLAINS RESOURCES INC.
500 DALLAS, SUITE 700
HOUSTON, TEXAS 77002
(713) 654-1414
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
JOHN A. WATSON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED (1) (2) (2) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 68,000 shares $18 1/8 $1,194,275 $316
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(1) There are also registered hereby such indeterminate number of shares of
common stock as may become issuable by reason of the anti-dilution
provisions of the plan.
(2) Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis of
the average high and low sales prices of the Common Stock as reported by the
American Stock Exchange on September 7, 2000, which was $18 1/8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference in this Registration Statement the
following documents:
(a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Act of 1934, (the "Exchange Act"), since the fiscal year ended
December 31, 1995.
(c) The description of our common stock, $0.10 par value (the "Common Stock"),
contained in a registration statement on Form 8-A filed pursuant to the Exchange
Act, including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, is hereby deemed to be incorporated by
reference in this Registration Statement and a part hereof from the date of the
filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
EXPERTS
The consolidated financial statements and schedules incorporated in this
Registration Statement by reference to our Annual Report on Form 10-K for the
year ended December 31, 1999, have been so incorporated in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
RESERVE ENGINEERS
Information relating to the estimated quantities of proved reserves of oil and
gas and the related estimates of future net revenues and present values thereof
for certain periods, included in our Annual Report on Form 10-K for the year
ended December 31, 1999, as well as in the Notes to our Consolidated Financial
Statements in such Annual Report, have been prepared by Netherland, Sewell &
Associates, Inc., H. J. Gruy and Associates, Inc., and Ryder Scott Company,
independent petroleum engineers, and are incorporated herein in reliance upon
the authority of said firms as experts in petroleum engineering.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock registered hereby
will be passed upon by Tim Moore, Esq., our Vice President and General Counsel.
Mr. Moore beneficially owns no shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of our Second Restated Certificate of Incorporation provides
that we shall indemnify to the full extent authorized or permitted by law any
person made, or threatened to be made, a party to any action, suit or proceeding
(whether civil, criminal or otherwise) by reason of fact that he, his testator
or intestate, is or was one of our directors or officers or by reason of the
fact that such director or officer, at our request, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity. The rights to indemnification set forth above are
not exclusive of any other rights to which such person may be entitled under any
statute, provision of our Second Restated Certificate of Incorporation or
bylaws, agreements, vote of stockholders or disinterested directors or
otherwise.
Additionally, Article VIII of our Bylaws provides for mandatory
indemnification to at least the extent specifically allowed by Section 145 of
the General Corporation Law of the State of Delaware (the "GCL"). The Bylaws
generally follow the language of Section 145 of the GCL, but in addition specify
that any director, officer, employee or agent may apply to any court of
competent jurisdiction in the State of Delaware for indemnification to the
extent otherwise permissible under the Bylaws, notwithstanding any contrary
determination denying indemnification made by our board of directors, by
independent legal counsel, or by the stockholders, and notwithstanding the
absence of any determination with respect to indemnification. The Bylaws also
specify certain circumstances in which a finding is
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required that the person seeking indemnification acted in good faith, for
purposes of determining whether indemnification is available. Under the Bylaws,
a person shall be deemed to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interests, or, with
respect to any criminal action or proceeding, to have had no reasonable cause to
believe his conduct was unlawful, if his action is based on our records or books
of account or those of another enterprise, or on information supplied to him by
our officers or those of another enterprise in the course of their duties, or on
the advice of our legal counsel or that of another enterprise or on information
or records given or reports made to us or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by us or another enterprise.
Pursuant to Section 145 of the GCL, we generally have the power to indemnify
our current and former directors, officers, employees and agents against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, our best interests, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in our right, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to us unless the court
determines that indemnification is appropriate. The statute expressly provides
that the power to indemnify authorized thereby is not exclusive of any rights
granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. We also have the power to purchase and maintain
insurance for such persons.
The above discussion of our Second Restated Certificate of Incorporation and
Bylaws, and Section 145 of the GCL is not intended to be exhaustive and is
qualified in its entirety by each of such documents and such statute.
We have entered into employment agreements containing indemnification
provisions with Mr. Greg L. Armstrong, our President and Chief Executive Officer
and Harry N. Pefanis, our Executive Vice President - Midstream. Pursuant to
such agreements, we have agreed to indemnify and hold them harmless to the
fullest extent permitted by law, from any loss, damage or liability incurred in
the course of their employment. The amount paid by us is reducible by the amount
of insurance paid to or on their behalf with respect to any event giving rise to
indemnification. Their right to indemnification is to survive their death or
termination of employment and the termination of their employment agreement.
Our board of directors has also authorized an employment agreement with Mr.
William C. Egg, Jr., our Executive Vice President and Chief Operating Officer -
Upstream, which, as authorized, will have indemnification provisions
substantially the same as Messrs. Armstrong's and Pefanis' agreements described
above.
ITEM 8. EXHIBITS
4.1 - Form of Stock Option Agreement.
4.2 - Form of Stock Option Agreement.
5 - Opinion of Tim Moore, Esq. regarding legality of securities
being registered.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Netherland, Sewell & Associates, Inc.
23.3 - Consent of H. J. Gruy and Associates, Inc.
23.4 - Consent of Ryder Scott Company.
23.5 - Consent of Tim Moore, Esq. (contained in Exhibit 5 hereto).
24 - Power of attorney (contained on page II-4 hereof).
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ITEM 9. UNDERTAKINGS
We hereby undertake:
(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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by us pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
We hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Company's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference into this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers, and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of us in the successful defense of any action, suit
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we 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 expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Phillip D. Kramer and Tim Moore, and each of
them, either one of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, 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 pre- and 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 in and about the premises, 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, and each of them, or the
substitute or substitutes of any or all of them, may lawfully do or cause to be
done by virtue hereof.
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 a 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 September 11, 2000.
PLAINS RESOURCES INC.
By: /s/ GREG L. ARMSTRONG
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Greg L. Armstrong,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons, in the capacities indicated
on September 11, 2000.
SIGNATURE CAPACITY
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/s/ GREG L. ARMSTRONG President, Chief Executive Officer and Director
------------------------ (Principal Executive Officer)
Greg L. Armstrong
/s/ JERRY L. DEES Director
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Jerry L. Dees
/s/ TOM H. DELIMITROS Director
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Tom H. Delimitros
/s/ CYNTHIA A. FEEBACK Vice President - Accounting and Assistant
------------------------ Treasurer (Principal Accounting Officer)
Cynthia A. Feeback
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SIGNATURE CAPACITY
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/s/ WILLIAM M. HITCHCOCK Director
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William M. Hitchcock
/s/ PHILLIP D. KRAMER Executive Vice President, Treasurer and Chief
------------------------ Financial Officer (Principal Financial Officer)
Phillip D. Kramer
/s/ DAN M. KRAUSSE Chairman of the Board and Director
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Dan M. Krausse
/s/ JOHN H. LOLLAR Director
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John H. Lollar
/s/ ROBERT V. SINNOTT Director
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Robert V. Sinnott
/s/ J. TAFT SYMONDS Director
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J. Taft Symonds
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