<PAGE>
As filed with the Securities and Exchange Commission on April 28, 2000
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)
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.
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
<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 1,000,000 shares $0.563 $563,000 $148.63
$.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.
<PAGE>
INCORPORATION OF CONTENTS OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The contents of earlier registration statement, file number 333-52479, are
incorporated by reference and made a part hereof.
<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 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.
<TABLE>
<CAPTION>
Name and Signature Title Date
- ------------------ ----- ----
<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
</TABLE>
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION AND LOCATION PAGES*
- ----------- -------------------------- --------
<S> <C> <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) 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).
*4(e) Cheniere Energy, Inc. 1997 Stock Option Plan, Amendment No. 1
Increasing Number of Shares Subject to Plan (Exhibit 10.27 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.
<PAGE>
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. 1997 Stock Option Plan Amendment No. 1
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 1,000,000 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. 1997 Stock Option Plan Amendment No. 1 (the "Plan"),
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
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 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.
<PAGE>
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
