<PAGE>
As filed with the Securities and Exchange Commission on May 12, 1998
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
CHENIERE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 1382 95-4352386
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
</TABLE>
Two Allen Center
1200 Smith Street, Suite 1740
Houston, Texas 77002-4312
(713) 659-1361
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1997 STOCK OPTION PLAN
(Full Title of the Plan)
--------------------------
Don A. Turkleson
Chief Financial Officer
Cheniere Energy, Inc.
Two Allen Center
1200 Smith Street, Suite 1740
Houston, Texas 77002-4312
(713) 659-1361
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copy to:
John B. Clutterbuck
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002-2778
(713) 225-7000
--------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=======================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Price, par value 950,000 shares $2.625 $2,493,750 $736
$.003 per share
=======================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the 1997 Stock
Option Plan of Cheniere Energy, Inc. (the "Option Plan") required by Item 1 of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
and the statement of availability of registrant information and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (this "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. Cheniere Energy, Inc., a Delaware
corporation ("Cheniere"), maintains a file of such documents in accordance with
the provisions of Rule 428. Upon request, Cheniere shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(1) the Annual Report on Form 10-K of Cheniere Energy, Inc. for its fiscal
year ended August 31, 1997, as amended;
(2) the Quarterly Report on Form 10-Q for the quarterly period ended
November 30, 1997;
(3) the Quarterly Report on Form 10-Q for the quarterly period ended
February 28, 1998; and
(4) the description of Cheniere's Common Stock contained in the
registration statement pursuant to which Cheniere's shares of Common Stock
were registered under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any amendments or reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed by Cheniere pursuant to Sections
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 hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Cheniere's
Certificate of Incorporation and By-laws provide for indemnification of
Cheniere's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law.
Cheniere has also entered into agreements with its directors and officers that
will require Cheniere, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors to
the fullest extent not prohibited by law. In addition, Cheniere carries
director and officer liability insurance.
The foregoing discussion of the Certificate of Incorporation and By-laws of
Cheniere and of relevant provisions of the Delaware General Corporation Law is
not intended to be exhaustive and is qualified in its entirety by such
Certificate of Incorporation, By-laws, and statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
Exhibit Number Description
-------------- -----------
*4(a)(1) Amended and Restated Certificate of Incorporation (Exhibit
3.1 to Cheniere's Registration Statement on Form S-1 dated
August 27, 1996; File No. 333-10905).
*4(a)(2) Amendment to Amended and Restated Certificate of
Incorporation (Exhibit 3.3 to Cheniere's Quarterly Report on
Form 10-Q for the quarterly period ended November 30, 1997;
File No. 000-09092).
*4(b) By-laws (Exhibit 3.2 to Cheniere's Registration Statement on
Form S-1/A dated September 13, 1996; File No. 333-10905).
*4(c) Specimen Common Stock Certificate (Exhibit 4.1 to Cheniere's
Registration Statement on Form S-1 dated August 27, 1996;
File No. 333-10905).
*4(d) 1997 Stock Option Plan (Exhibit 10.25 to Cheniere's
Quarterly Report on Form 10-Q for the quarterly period ended
November 30, 1997; File No. 000-09092).
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23(a) Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included
in Exhibit 5).
23(b) Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
- ---------------
* Incorporated by reference as indicated.
ITEM 9. UNDERTAKINGS.
(a) Cheniere 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;
(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 thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration statement;
(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 (a)(1)(i) and (a)(1)(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 them pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
<PAGE>
(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
therein, 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 which remain unsold at the
termination of the offering.
(b) Cheniere hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of its annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in
this 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 indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Cheniere
pursuant to the foregoing provisions, or otherwise, Cheniere has been
advised that in the opinion of the 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 Cheniere of expenses incurred or
paid by a director, officer or controlling person of Cheniere 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, Cheniere 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 Securities Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 8th day of May,
1998.
CHENIERE ENERGY, INC.
By:/s/ DON A. TURKLESON
--------------------
Name: Don A. Turkleson
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on this 8th day of May, 1998.
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<CAPTION>
Name and Signature Title Date
- ------------------ ----- ----
<S> <C> <C>
/s/ WALTER L. WILLIAMS President, Chief Executive Officer
- ------------------------------------------ and Director (Principal Executive Officer) May 8, 1998
Walter L. Williams
/s/ DON A. TURKLESON Chief Financial Officer
- ------------------------------------------ (Principal Financial and
Don A. Turkleson Accounting Officer) May 8, 1998
/s/ WILLIAM D. FORSTER Co-Chairman of the Board
- ------------------------------------------ May 8, 1998
William D. Forster
/s/ CHARIF SOUKI Co-Chairman of the Board
- ------------------------------------------ May 8, 1998
Charif Souki
/s/ KENNETH R. PEAK Director
- ------------------------------------------ May 8, 1998
Kenneth R. Peak
/s/ CHARLES M. REIMER Director
- ------------------------------------------ May 8, 1998
Charles M. Reimer
/s/ EFREM ZIMBALIST, III Director
- ------------------------------------------ May 8, 1998
Efrem Zimbalist, III
</TABLE>
<PAGE>
EXHIBIT INDEX
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<CAPTION>
Sequentially
Numbered
EXHIBIT NO. DESCRIPTION AND LOCATION Pages*
- ----------- ------------------------ ------------
<S> <C> <C>
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23(a) Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in Exhibit 5).
23(b) Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
</TABLE>
- --------------
* Included in manually signed original only
<PAGE>
EXHIBIT 5
Letterhead of Mayor, Day, Caldwell & Keeton, L.L.P.
May 12, 1998
Cheniere Energy, Inc.
Two Allen Center
1200 Smith Street, Suite 1740
Houston, Texas 77002-4312
Re: Cheniere Energy, Inc. 1997 Stock Option Plan
Dear Sirs:
As set forth in the Registration Statement on Form S-8 to be filed by
Cheniere Energy, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Registration Statement"), relating to the proposed offering and sale by
the Company of up to 950,000 shares of its Common Stock, par value $.003 per
share (the "Common Stock"), pursuant to the Company's 1997 Stock Option Plan
(the "Plan"), certain legal matters in connection therewith are being passed
upon for the Company by us.
In our capacity as special counsel to the Company, we have examined,
among other things, the Amended and Restated Certificate of Incorporation and
the By-laws of the Company, each as amended to date, and originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents as
a basis for the opinion hereinafter expressed.
Based on the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that the shares of
Common Stock to be issued by the Company, when issued in accordance with the
Plan and the terms of any agreements governing the grants of Common Stock
thereunder, and subject to the Registration Statement becoming effective under
the Securities Act of 1933, as amended, and compliance with applicable state
securities laws, will be validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the laws of the States of
Texas and Delaware and the applicable federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
/s/ MAYOR, DAY, CALDWELL & KEETON, L.L.P.
--------------------------------------------
<PAGE>
EXHIBIT 23(B)
CONSENT OF MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
TO THE BOARD OF DIRECTORS
CHENIERE ENERGY, INC.
As independent public accountants, we hereby consent to the incorporation by
reference of our report in the Cheniere Energy, Inc. Annual Report on Form 10-K
for the year ended August 31, 1997 (and to all references to our firm) in this
Registration Statement on Form S-8.
/S/ MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
--------------------------------------------
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
May 7, 1998
New York, New York
