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As filed with the Securities and Exchange Commission on April 28, 2000
Registration No. 333-____
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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CHENIERE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1382 95-4352386
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
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)
CHENIERE ENERGY, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
FOR RON A. KRENZKE
----------------------------
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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
OF SECURITIES TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE OF
REGISTERED/(1)/ PER SHARE/(1)/ OFFERING PRICE/(1)/ REGISTRATION FEE
=============================================================================================================
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
Common Price, par value 600,000 shares $.563 $337,800 $89.18
$.003 per share
=============================================================================================================
</TABLE>
/(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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the
Nonqualified Stock Option Agreement of Cheniere Energy, Inc. (the "Agreement")
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission are
incorporated herein by reference and made a part hereof:
(a) the Annual Report on Form 10-K of Cheniere Energy, Inc. for its fiscal
year ended December 31, 1999, as amended;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the document referred to in (a) above;
and
(c) 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 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
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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.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT NO. DESCRIPTION AND LOCATION
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<S> <C>
*4(a)(1) Amended and Restated Certificate of Incorporation of Cheniere Energy, Inc.
("Cheniere") (Exhibit 3.1 of Cheniere's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999; File No. 000-09092).
*4(a)(2) Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Cheniere (Exhibit 3.2 of Cheniere's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999; File No. 000-09092).
*4(b) By-laws of Cheniere as amended through April 7, 1997 (Exhibit 3.2 of
Cheniere's Annual Report on Form 10-K for the year ended December 31, 1998;
File No. 000-09092).
*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) Cheniere Energy, Inc. Nonqualified Stock Option Agreement for Ron A. Krenzke
(Exhibit 10.26 to Cheniere's Annual Report on Form 10-K for the year ended
December 31, 1999; 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 PricewaterhouseCoopers LLP
</TABLE>
_________________________________
* 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)
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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.
(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.
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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 28th day of April,
2000.
CHENIERE ENERGY, INC.
By: /s/ MICHAEL L. HARVEY
---------------------
Name: Michael L. Harvey
Title: President and Chief Executive 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 28th day of April, 2000.
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<CAPTION>
Name and Signature Title Date
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<S> <C> <C>
/s/ CHARIF SOUKI Chairman of the Board April 28, 2000
- ----------------------------
Charif Souki
/s/ MICHAEL L/ HARVEY President and Chief Executive Officer, April 28, 2000
- ---------------------------- Director (Principal Executive Officer)
Michael L. Harvey
/s/ WALTER L. WILLIAMS Vice Chairman April 28, 2000
- ---------------------------- Director
Walter L. Williams
/s/ DON A. TURKLESON Chief Financial Officer, Secretary and April 28, 2000
- --------------------------- Treasurer (Principal Financial and
Don A. Turkleson Accounting Officer)
/s/ WILLIAM D. FORSTER Director April 28, 2000
- ----------------------------
William D Forster
/s/ KENNETH R. PEAK Director April 28, 2000
- ----------------------------
Kenneth R. Peak
/s/ CHARLES M. REIMER Director April 28, 2000
- ----------------------------
Charles M. Reimer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION AND LOCATION PAGES*
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<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 PricewaterhouseCoopers LLP
</TABLE>
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* Included in manually signed original only
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EXHIBIT 5
Letterhead of Mayor, Day, Caldwell & Keeton, L.L.P.
April 28, 2000
Cheniere Energy, Inc.
Two Allen Center
1200 Smith Street, Suite 1740
Houston, Texas 77002-4312
Re: Cheniere Energy, Inc. Nonqualified Stock Option Agreement with
Ron A. Krenzke
Dear Sirs:
We have acted as counsel for Cheniere Energy, Inc., a Delaware
corporation (the "Company") in connection with the registration and proposed
sale of up to 600,000 shares (the "Shares") of the common stock, par value $.003
per share, of the Company ("Common Stock") that may be sold pursuant to the
Cheniere Energy Inc. Nonqualified Stock Option Agreement with Ron A. Krenzke
(the "Agreement"), which sale will be registered by the Company's Registration
Statement on Form S-8, filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended ("Registration Statement").
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 Agreement
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 State of
Texas and to the Delaware General Corporation Law, the applicable provisions of
the Delaware Constitution and the reported judicial decisions interpreting such
laws 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.
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 15, 2000 relating to the
financial statements and financial statement schedules of Cheniere Energy, Inc.,
which appears in Cheniere Energy, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999.
PricewaterhouseCoopers LLP
April 27, 2000
Houston, Texas
